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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): July 24, 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 |
|
The Nasdaq Stock Market LLC
(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. ☐
On July 24, 2026, Tianci International, Inc. (the “Company”)
issued a press release describing its establishment of a subsidiary in Zimbabwe to carry on the Company’s mineral products business
in that country. The text of the press release is furnished as Exhibit 99.1 to this current report.
| Item 9.01 |
Financial Statements and Exhibits |
Exhibits
| 99.1 |
Press Release dated July 24, 2026 |
| 104 |
Cover page interactive data file (embedded within the iXBRL document) |
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: July 24, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
Exhibit 99.1
Tianci
International Inc. (Nasdaq: CIIT) Establishes Local Operating Entity in Zimbabwe
July 24, 2026 — Tianci International
Inc. (NASDAQ: CIIT) (the “Company”) today announced that it has completed the establishment of its local operating entity
in Zimbabwe. This milestone represents the latest stage of the Company's ongoing implementation of its Zimbabwe operating strategy, following
the project update announced on June 26, 2026, and is consistent with the Company's previously disclosed business development plan.
1. Completion of the Establishment of the Local Operating
Entity in Zimbabwe
The Company's wholly-owned subsidiary, Tianci
Group Holding Limited, has completed the incorporation of RIDGCORE RESOURCES (PRIVATE) LIMITED as an indirect wholly owned
subsidiary of the Company, established in Zimbabwe to serve as the Group's local operating entity for its mineral products business in
that country.
The establishment of the local operating entity
represents an important step in the Company's ongoing execution of its Zimbabwe business strategy. In line with the Group's business plan,
RIDGCORE RESOURCES (PRIVATE) LIMITED will oversee the operation of local warehouse facilities, logistics coordination, and other
operational activities, providing localized operational support for the Company's mineral products business in Zimbabwe.
2. Progress on the Lease of the First-Phase Warehouse
Site
Following its establishment as the Company’s
local operating entity, RIDGCORE RESOURCES (PRIVATE) LIMITED has focused on development of
the first phase of its warehouse facilities and is currently advancing the lease of approximately 3 hectares (30,000 square meters) of
land for warehouse operations.
Under the current warehouse development plan,
the first-phase warehouse base is expected to support the centralized storage, handling, and transshipment of chromium ore products. Upon
completion, the facility is expected to serve an approximately 360-hectare priority procurement area and provide dynamic storage capacity
of approximately 50,000 metric tons of mineral products. The warehouse facilities are expected to further strengthen the Company's bulk
procurement and fulfillment capabilities and provide warehousing support for the future expansion of its mineral products trading business.
3. Continued Enhancement of Chromium Ore Supply
Capabilities
Leveraging its local operating entity and warehouse
facilities in Zimbabwe, the Company intends to further strengthen its local procurement, warehousing, and logistics capabilities to support
the continued growth of its chromium ore business.
As part of its ongoing business plan, the Company
expects to further improve resource integration and supply chain efficiency for chromium ore products, with the objective of adding approximately
5,000 metric tons of monthly supply capacity and increasing its total monthly chromium ore supply capacity to more than 10,000 metric
tons. The Company believes these initiatives will further enhance the reliability of its chromium ore supply, strengthen its operational
capabilities, and improve its competitive position in the global chromium ore market.
Management Commentary
Mr. Gao, Chairman of Tianci International Inc., commented:
"The continued growth in market demand
and the positive feedback we have received from customers reinforce our confidence in the Group's strategy of expanding its localized
operating presence in Zimbabwe.
The establishment of our local operating entity and the development
of the warehouse base represent an important step in our transition from resource integration to scaled operations. As we continue to
strengthen our local procurement, warehousing, and logistics capabilities, we believe we are well positioned to further enhance our chromium
ore supply capabilities, capitalize on growing market opportunities, and support the long-term expansion of the Group's business."
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. Roshing’s mission is to provide customers with efficient,
reliable, and safe shipping services that create value. Beyond logistics, in the current fiscal year, Roshing has initiated expansion
into global trade of minerals by sourcing high-grade minerals directly from resource-rich regions for resale. In addition, Roshing generates
revenue from the sale of electronic parts and business consulting services. For more information, please visit Tianci’s website:
tianci-ciit.com.
Forward-Looking Statements
This press release contains forward-looking
statements concerning our expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking
statements are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties
that could cause actual results, conditions, and events to differ materially from those anticipated. Therefore, you should not place
undue reliance on forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding
our strategic plans and value; our expectations regarding potential commercial opportunities; and our strategies, positioning and expectations
for future events or performance. Important factors that could cause actual results to differ materially from those in the forward-looking
statements are set forth in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q, and in our
other reports filed with the Securities and Exchange Commission, including under the caption "Risk Factors." Any forward-looking
statement in this release speaks only as of the date of this release. We undertake no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or
otherwise.
For investor and media inquiries, please contact:
Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com