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Tianci International, Inc. Schedule 13G shows S.H.N. Financial Investments Ltd. reports beneficial ownership of 851,700 shares of Common Stock, representing 9.99% of the class. The percentage is calculated using 7,673,907 shares outstanding as stated in the issuer's Prospectus under Rule 424(b)(4) and related Form 8-K filings dated June 17, 2026 and June 18, 2026.
The filing states the 851,700 figure comprises 750,000 common shares and 101,700 pre-funded warrants and notes additional pre-funded warrants and warrants not included in this amount. The reporting person is organized in Israel and the Schedule is signed by Nir Shamir as CEO of the reporting entity.
Tianci International, Inc. disclosure: L1 Capital Global Opportunities Master Fund, Ltd. reports beneficial ownership of 851,700 shares of Common Stock, representing 9.99% of the class.
The filing states the position comprises 750,000 shares and 101,700 pre-funded warrants, and notes additional warrants and pre-funded warrants that are each subject to a 9.99% beneficial ownership limitation. Shares outstanding used to compute the percentage are 7,673,907 as disclosed in the issuer's prospectus and Form 8-K filings.
Tianci International, Inc. reported a strong turnaround for the fiscal quarter ended April 30, 2026. Total revenue reached $4,310,521, with global logistics services contributing $2,271,363 and new mineral sales adding $1,418,552. Revenue increased quarter-to-quarter by 121%, driven by 19% growth in logistics and the initial entry into mineral ore trading.
Gross profit from logistics improved as the gross margin rose from 0.81% to 3.73%. General and administrative expenses fell from $960,583 to $552,141, helping shift results to net income of $91,545 versus a net loss of $959,409 a year earlier. For the nine months, the Company still recorded a net loss of $594,453, and operations reduced cash by $1,687,149 to $718,203, with working capital of $2,596,047 as of April 30, 2026.
Tianci International, Inc. completed a registered offering of $0.81 per unit, selling 6,055,000 units on June 17, 2026.
The prospectus supplement updates the Company’s Form S-1 with disclosures from its Quarterly Report on Form 10-Q for the quarter ended April 30, 2026. The 10-Q shows total revenues of $12,013,432 for the nine months ended April 30, 2026, a working capital balance of $2,596,047 as of April 30, 2026, and cash of $718,203 at period end.
Tianci International, Inc. reported strong top-line growth for the quarter ended April 30, 2026 as it scales logistics and launches mineral trading. Revenue rose to $4.31 million from $1.95 million, driven by global logistics services and $1.42 million from new mineral sales plus sharply higher business consulting revenue.
Quarterly gross profit increased to $697,489, lifting gross margin to 16.2% from 3.0%. The company generated net income of $91,545 versus a prior-year loss, while for the nine months revenue grew to $12.0 million from $7.0 million and the net loss narrowed to $594,453 from $1.16 million.
Cash declined to $718,203 from $2.41 million at July 31, 2025, though working capital remained solid at $2.60 million. On June 17, 2026 the company further bolstered liquidity with a registered offering of 6,055,000 units at $0.81 per unit, for approximately $4.9 million in gross proceeds, to support working capital, product development and capacity expansion.
Tianci International, Inc. completed a public unit offering, issuing 4,055,000 units and 2,000,000 pre-funded units at approximately $0.81 per unit or pre-funded unit, raising aggregate gross proceeds of about $4.9 million before fees and expenses.
Each unit includes one common share and one common warrant, while each pre-funded unit includes a pre-funded warrant and one common warrant. The common warrants are immediately exercisable at $0.81 per share for three years, and the pre-funded warrants at $0.001 per share until fully exercised. Tianci plans to use net proceeds for working capital, general corporate purposes, and product development and capacity expansion. Maxim Group LLC acted as sole placement agent, receiving a 7% cash fee, expense reimbursement, and placement agent warrants.
Tianci International, Inc. is registering the resale of 4,055,000 Units and offering 2,000,000 Pre-Funded Units, each Unit priced at $0.81 and each Pre-Funded Unit priced at $0.809 (the Pre-Funded Unit price equals the Unit price minus $0.001).
The Units each include one share of common stock and one warrant exercisable at $0.81 for three years; Pre-Funded Units include a $0.001 exercise pre-funded warrant plus a Common Warrant. The offering is on a reasonable best efforts basis, is expected to close in a single closing, and, if fully sold and the Pre-Funded Warrants are fully exercised (with no Common Warrants exercised), the company estimates net proceeds of approximately $4.2M.
Tianci International, Inc. is registering up to 4,800,000 Units, each with one common share and one Common Warrant, plus related Pre-Funded Units, placement agent warrants and all underlying shares. The assumed Unit offering price is $1.25 in a reasonable best efforts deal led by Maxim Group.
Tianci is a Nevada holding company whose Hong Kong subsidiary, Roshing, provides global logistics and has added bulk chrome and manganese ore trading. Revenue for the six months ended January 31, 2026 rose to $7,702,911 from $5,060,143, with mineral trading contributing $1,821,320, about 24% of that period’s revenue.
The company recently completed a 1-for-7 reverse stock split, increased authorized common shares to 2,000,000,000, and regained compliance with Nasdaq’s $1.00 minimum bid price rule. It is a smaller reporting and controlled company, and highlights legal and regulatory risks tied to operating in Hong Kong and evolving U.S. rules such as the HFCAA.