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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): June 26, 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 June 26, 2026, Tianci International, Inc. (the
“Company”) issued a press release describing progress made by the Company and Greypole Mineral Resources toward development
of joint operations in the markets for gold and chromium pursuant to their non-binding Memorandum of Understanding dated April 14, 2026.
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 June 26, 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: June 26, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
Exhibit 99.1
Tianci International
and Greypole Mining Provide Update on Strategic
Cooperation for Gold and Chromium Resource Development in Zimbabwe
June 26, 2026 — Tianci International Inc. (NASDAQ: CIIT) today
provided an update regarding progress made under the strategic memorandum of understanding ("MOU") entered into by CIIT with
Greypole Mining on April 14, 2026, the purpose of which is to advance the development of gold and chromium resources in Zimbabwe.
Project Development Update
CIIT and Greypole Mining have continued to make progress across several
key initiatives under their strategic cooperation framework.
1. Gold and Chromium Resource Assessment Activities
Through the joint efforts of the parties, meaningful progress has been
achieved in the evaluation of prospective gold resources in Zimbabwe.
The parties are currently focused on a prospective
gold-bearing mineralized zone covering approximately 500 hectares in the Gwanda region of Zimbabwe, including a priority target area of
approximately 42 hectares. Feasibility assessments and geological evaluations are currently underway to assess the area's potential gold-bearing
assets. Through geological sampling and related fieldwork, the parties are further defining the continuity and geological orientation
of the identified mineralized structures.
Progress has also been achieved in the identification and evaluation
of prospective chromium-bearing mineralized zones in Zimbabwe. Current efforts are focused on a prospective mineralized area located in
Zvishavane, covering approximately 1,500 hectares. The targeted chromium mineralization is distributed across six continuous and geologically
favorable chromium-bearing belts, with the core mineralized zone covering approximately 420 hectares.
The parties are continuing to advance resource delineation, geological
evaluation, and reserve verification activities aimed at further defining the scale and commercial potential of the chromium project.
2. Mining Claims Compliance
Review and Evaluation
Greypole Mining is assisting CIIT in advancing compliance review and
operational feasibility assessment activities for several prospective mining claims in Zimbabwe, including the Zvishavane No. 1 Shallow
Chromium Claim, the Mutoroshanga Mining Claim Package, and the Gruvewe Chromium Mining Claim.
3. Localized Chromium Supply Chain, Warehousing and Beneficiation
Cooperation
As the identification and evaluation of prospective gold-bearing and
chromium-bearing mineralized zones, mining claims compliance reviews, and related assessment activities require additional time to complete,
customer demand for chromium products among Tianci's clients continues to grow.
To support growing demand for chromium products, the parties have agreed
to expand local bulk procurement activities within Zimbabwe and establish a localized chromium sourcing, storage, and supply chain network.This
initiative is intended to support CIIT’s objective of increasing its chromium trading volume and strengthening its long-term supply
capabilities.
The parties have already commenced related preparations, including
the leasing of land adjacent to local chromium mining areas for warehousing purposes, the construction of storage facilities, and the
planned procurement of primary beneficiation equipment for the centralized storage, sorting, and processing of chromium ore and chromium
concentrate.
The first phase of development is expected to include approximately
12,000 square meters of local warehousing capacity, covering a procurement radius of approximately 360 hectares, with a targeted average
supply capacity of 10,000 tonnes of chromium products per month.
Management Commentary
Mr. Gao, Chairman of Tianci International Inc., commented:
"Zimbabwe possesses abundant mineral resources and significant long-term development potential. As the various components of
the project continue to advance steadily, we remain confident in the future prospects of our operations in the region.
In the next phase, we will continue to advance the growth of our gold
and chromium initiatives in Zimbabwe, with the goal of achieving further progress in both trading volumes and the development of our own
mining assets. Through these efforts, we aim to further strengthen CIIT’s resource supply capabilities and enhance its long-term
competitive position."
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. Roching’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