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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 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 |
|
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 15, 2026, Tianci International, Inc. (the “Company”)
issued a press release describing the Memorandum of Understanding (“MOU”) that it entered with BTC Digital Ltd. (“BTCT”)
on September 11, 2026. The MOU is a non-binding statement of the parties’ intentions to cooperate in the implementation of a crypto
computing project with the objective of deploying an aggregate electrical load of approximately 3 MW within the next twelve months. 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 15, 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 15, 2026
|
By: |
/s/ Shufang Gao
Shufang Gao, CEO
|
Exhibit 99.1
Tianci
International, Inc. Announces Launch of Approximately 3 MW Crypto
Computing
Project and Signs Memorandum of Understanding with BTC Digital
HONG KONG, HK / ACCESS Newswire / September 15,
2026 / Tianci International, Inc. (the “Company” or “Tianci,” NASDAQ: CIIT) today announced that it has entered
into a Memorandum of Understanding on Strategic Cooperation (the “MOU”) with BTC Digital Ltd. (“BTC Digital” or
“BTCT,” NASDAQ: BTCT) regarding an approximately 3 MW crypto computing project, and has commenced the phased advancement of
the project.
BTC Digital is a Nasdaq-listed technology company
incorporated in the Cayman Islands that focuses on the construction and operation of digital computing infrastructure. BTC Digital is
currently engaged in cryptocurrency mining, mining farm construction, data center operations, mining machine sales and leasing, and related
businesses, while actively advancing the development of AI computing infrastructure and related services. Leveraging its experience in
sites, power, computing equipment deployment, and on-site operations and maintenance, BTC Digital intends to provide infrastructure and
operational support for the phased implementation of this project.
On October 14, 2025, the parties entered into
and publicly disclosed their original strategic cooperation memorandum of understanding (the “Original MOU”), under which
they agreed to cooperate in cryptocurrency mining and other blockchain-related businesses. The parties and their affiliates have since
commenced mining-equipment hosting cooperation, which has laid a business foundation for the approximately 3 MW project.
CIIT now plans to advance a crypto computing project
in phases, with the objective of deploying an aggregate electrical load of approximately 3 MW within twelve months after the MOU takes
effect. BTCT, as CIIT’s strategic partner, intends to provide or coordinate sites, power, hosting infrastructure, equipment deployment,
and operational support for the project. This MOU further implements the cooperation direction contemplated by the Original MOU and records
the parties’ current intentions regarding the approximately 3 MW project. Other areas of cooperation under the Original MOU remain
unaffected. The existing mining-equipment hosting agreements and arrangements between the parties and their affiliates continue in effect
and are not amended or replaced by this MOU.
The Company believes that this cooperation extends
the parties’ existing mining-equipment hosting arrangements into larger-scale computing infrastructure collaboration and represents
a concrete step in CIIT’s expansion into digital infrastructure-related businesses. The phased implementation approach allows the
parties to determine the pace of each tranche based on the progress of equipment procurement, sites, power, and definitive agreements,
while fully leveraging BTCT’s experience in mining farm construction, data center operations, and computing equipment deployment.
If the project advances as planned, it will help CIIT accumulate experience in computing project investment and operations and will also
provide a foundation for the parties to pursue broader cooperation in blockchain infrastructure and other digital computing fields in
the future.
Pursuant to the MOU, the parties intend to advance
the project under the following arrangements:
| |
· |
CIIT plans to deploy crypto computing equipment in phases during the
twelve months after the Effective Date, targeting an aggregate electrical load of approximately 3 MW. |
| |
· |
Within the scope later agreed, BTCT intends to provide or coordinate
sites, power, hosting infrastructure, equipment deployment and operational support, and to share relevant operating experience and industry
knowledge. |
| |
· |
CIIT intends to be responsible for equipment procurement and project
funding, to provide equipment and deployment information, to arrange transportation and insurance, and to obtain the permits and approvals
required for its business. |
| |
· |
The parties may, as project conditions develop, separately negotiate
and execute hosting, service or other definitive agreements for specific sites or equipment tranches. Prior to the effectiveness of any
definitive agreement, this MOU does not require either party to reserve resources or to purchase equipment or services. |
The MOU is a non-binding statement of intent.
The parties agree that they will prepare formal agreements with legally binding force as the development of their cooperation progresses.
The MOU has a term of twelve months and may be extended by written agreement of the parties; either party may terminate it upon fifteen
days’ prior written notice.
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 the 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. is a Nasdaq-listed digital computing
infrastructure company with operations and strategic initiatives in blockchain infrastructure and AI computing infrastructure. BTC Digital
is currently engaged in businesses, including cryptocurrency mining, mining farm construction, data center operation, and related business
activities, while it is also advancing the development of AI computing infrastructure and related services. For more information, please
visit: https://btct.us/
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
