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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): September 9, 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 September 9, 2026, Tianci International, Inc. (the “Company”)
issued a press release describing its agreement with BTC Digital Ltd. (“BTCT”) under which BTCT will provide hosting, installation
and testing, and operations and maintenance services for the cryptocurrency mining machines recently contracted for purchase by the Company.
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 September 9, 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: September 9, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
Exhibit 99.1
CIIT
and BTCT Enter into Cryptocurrency Mining Machine Hosting Agreement to Advance Digital Computing Power Strategy
BTCT to Provide Professional Hosting, Deployment
and Operations and Maintenance Support; Companies Plan to Explore Further Cooperation in Computing Power Expansion
HONG KONG, September 9, 2026 — Tianci International, Inc.
(Nasdaq: CIIT) (“CIIT” or the “Company”) today announced that the Company and its wholly owned subsidiary, Tianci
Group Holding Limited, have entered into a cryptocurrency mining machine hosting agreement with BTC Digital Ltd. (Nasdaq: BTCT) (“BTCT”).
Under the agreement, BTCT will provide hosting, installation and testing, and ongoing operations and maintenance services for the cryptocurrency
mining machines recently contracted for purchase by the Company, and will assist with connecting the equipment to its operating infrastructure
in the United States. Based on the operating performance of the initial batch of equipment, the parties also plan to evaluate additional
hosting capacity and opportunities for further technical and operational cooperation.
The Company recently disclosed in a Form 8-K filed with the U.S. Securities
and Exchange Commission that its wholly owned subsidiary had entered into a purchase agreement for cryptocurrency mining equipment and
plans to enter the cryptocurrency mining business to facilitate the settlement of trade operations carried on by the Company and its subsidiaries.
The hosting arrangement with BTCT builds upon the aforementioned equipment purchase and establishes a service framework for the deployment
and operation of the equipment following delivery. The relevant equipment remains subject to delivery, acceptance, transportation, installation,
and testing, and will be progressively deployed and placed into operation thereafter.
Under the hosting agreement, BTCT will provide services, including
hosting facilities, electricity, network connectivity, environmental controls, security, technical support, and installation and testing.
The parties will proceed with deployment based on equipment delivery and site conditions, with stable operations serving as the basis
for subsequent operational evaluation .
“Following the execution of the mining machine purchase agreement,
we immediately began preparations for hosting and deployment. Our initial priority in working with BTCT is to ensure that the equipment
is deployed smoothly and operates reliably, while using actual operating data to gain a clear understanding of hashrate, energy consumption
and costs. Once the initial batch of machines is operating reliably and has reached a stable level of performance, we look forward to
further expanding our hosting capacity and operations and maintenance cooperation with BTCT, while continuing to scale our hashrate deployment
toward higher capacity targets,” said Shufang Gao, Chief Executive Officer of CIIT.
Future Deployment and Expansion of Computing Capacity
To support the expansion of its mining operations, the Company plans
to deepen its cooperation with BTCT based on the existing hosting arrangement and to evaluate potential follow-on arrangements relating
to the deployment of additional mining machines, hosting capacity, equipment operations and maintenance, energy efficiency optimization,
and operational monitoring. The Company will also evaluate alternative hosting locations, power arrangements and cooperation models based
on its risk management needs in an effort to reduce the risks associated with excessive operational concentration. The foregoing target
is subject to market conditions, financing arrangements, availability of mining machines, site and power resources, regulatory requirements
and other operational conditions. Rated hashrate does not represent actual online hashrate, and the Company cannot guarantee the timing
of deployment or expansion, the ultimate scale of the operations, mining output or financial returns.
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, during the past twelve months, 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. The Company has also recently disclosed plans to expand into cryptocurrency
mining, further broadening its business portfolio and exploring opportunities in the digital asset and computing infrastructure sectors.For
more information, please visit Tianci’s website: tianci-ciit.com
About BTC Digital Ltd.
BTC Digital Ltd. (Nasdaq: BTCT) is incorporated in the Cayman Islands
and is a foreign private issuer with its principal executive offices in Singapore. According to its recent public filings, BTCT’s
operating entities conduct cryptocurrency mining operations in the United States and provide services that include the sale, leasing and
hosting of cryptocurrency mining machines.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of applicable U.S. federal securities laws. Forward-looking statements include statements regarding the delivery, acceptance, deployment,
testing and operation of the equipment, the performance of hosting and operations and maintenance services to be provided by BTCT, the
parties’ plans to deepen their cooperation, and the Company’s plans to add mining machines and hosting capacity based on business
development and operational conditions, and to steadily increase its overall rated hashrate toward higher capacity levels.
These statements are based on management’s current expectations
and are subject to a number of risks and uncertainties, including risks relating to equipment delivery and performance, actual online
hashrate, electricity availability and energy costs, the quality and performance of hosting services, site capacity, market prices, mining
difficulty, financing and liquidity, cybersecurity, and changes in accounting, tax and regulatory requirements. Actual results may differ
materially from those anticipated in these forward-looking statements. The Company cannot guarantee that any deployment or expansion plans
will be completed on schedule or at all, or that the related business will generate the anticipated output or financial returns. Additional
risk factors are set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Except
as required by applicable law, the Company undertakes no obligation to update any forward-looking statements.
Investor and Media Contact
Tianci International, Inc. Investor
Relations
Email: ir@rqscapital.com |
Website: tianci-ciit.com
