Tianci International, Inc.'s SEC filings document the reporting obligations of a Nevada corporation whose common stock trades on the Nasdaq Capital Market under the symbol CIIT. The company's 8-K filings cover operating results, material-event press releases, Nasdaq listing-compliance notices, reverse stock split actions and amendments affecting common stock rights.
Proxy materials and shareholder-meeting reports disclose board elections, advisory compensation votes, auditor ratification, authorized-share proposals and other governance matters. The filings also identify Tianci's capital structure, registered common stock, fiscal-year reporting framework and disclosure controls surrounding its logistics, electronic parts, consulting and mineral-trade activities.
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.
Tianci International, Inc. is registering up to 4,800,000 Units at an assumed $1.25 per Unit, plus an equal number of Pre-Funded Units, related placement agent warrants, and all underlying common shares. Each Unit includes one share of common stock and one three‑year Common Warrant; each Pre-Funded Unit substitutes a Pre-Funded Warrant at a $0.001 exercise price for the share.
The reasonable best efforts offering could raise approximately $5.22 million in net proceeds at the maximum Unit sale, to be used mainly for working capital and general corporate purposes. Existing shares outstanding are 3,618,907, rising to 8,418,907 if all Units are sold and no warrants are exercised, and up to 13,458,907 on full exercise of investor and placement agent warrants.
Tianci is a Nevada holding company whose operating business is conducted through Hong Kong subsidiary Roshing, focused on global logistics and, since fiscal 2026, mineral trading. Revenue for the six months ended January 31, 2026 grew to $7,702,911 from $5,060,143, with mineral trading contributing $1,821,320, or about 24%. The company highlights extensive legal and regulatory risks tied to operating in Hong Kong under evolving PRC oversight and U.S. laws such as the HFCAA, as well as volatility, dilution, and warrant overhang from this offering.
Tianci International, Inc. notified holders of actions approved by written consent of holders representing approximately 64.87% of its voting stock as of April 10, 2026. The actions authorize (1) one or more reverse stock splits at an aggregated ratio up to 1-for-250 (Board to set exact ratio and timing) and (2) the potential issuance of common stock, pre-funded warrants, warrants or other rights for aggregate gross proceeds of up to $7 million, which may result in issuance equal to 20% or more of outstanding common stock or voting power before the issuance, potentially at prices below Nasdaq's defined Minimum Price. The Company completed a prior 1-for-7 reverse split effective March 20, 2026 and regained Nasdaq minimum bid price compliance, but the Board and majority holder approval keep further reverse-split authority and an at-or-below-Minimum-Price financing option available. Timing of any actions is at the Board's discretion and subject to the 20-calendar-day waiting period after mailing.
Tianci International, Inc. has entered into a non-binding Memorandum of Understanding with Zimbabwe-based Greypole Mineral Resources to pursue a potential mining partnership focused on gold and chromium resources in Zimbabwe.
The contemplated partnership would target joint exploration and extraction across approximately 500 hectares of gold concessions in Gwanda and 1,500 hectares of chromium concessions in Zvishavane. Greypole Mining would assist with applications for required exploration and mining rights, using a phased implementation approach to meet regulatory requirements and deploy operations.
Management highlighted Zimbabwe’s abundant mineral resources and emphasized a prudent, staged strategy from mining rights acquisition through technical extraction. The initiative aligns with Tianci’s recent expansion beyond logistics into global mineral trading, aiming to convert high-quality reserves into commercial output if a definitive agreement is reached.
Tianci International, Inc. (CIIT) notified holders that, by written consent on April 10, 2026, majority stockholders approved two corporate actions: authorization for one or more reverse stock splits at an aggregated ratio up to 1-for-250, and approval to issue securities for aggregate gross proceeds of up to $7 million, which may result in issuance of 20% or more of outstanding common stock or voting power at prices below Nasdaq Listing Rule 5635(d)’s Minimum Price.
The record date shows 3,618,907 shares outstanding as of April 10, 2026, and the consenting holders represent approximately 64.87% of the voting power. The Board retains sole discretion over the exact reverse-split ratio, timing, and whether to proceed; issuance terms (price, structure, adjustments) will be set at the time of any offering.
Tianci International, Inc. has regained compliance with Nasdaq’s minimum bid price rule for continued listing on the Nasdaq Capital Market. Nasdaq’s Listing Qualifications Staff notified the company on April 6, 2026 that its common stock again meets the $1.00 per share bid price requirement under Nasdaq Listing Rule 5550(a)(2), closing a deficiency matter that began with an October 29, 2025 notice and a 180-day remediation period ending April 27, 2026.
Tianci International, Inc. is implementing a 1-for-7 reverse stock split of its common stock, effective at 12:01 a.m. Eastern time on March 20, 2026. Every seven pre-split shares will be reclassified into one new share, with no change to the $0.0001 par value.
The reverse stock split will reduce issued and outstanding common shares from 25,331,803 to 3,618,829, while the number of authorized shares remains the same. Fractional entitlements will be rounded up to the nearest whole share. Trading on the Nasdaq Capital Market under the symbol CIIT is expected to continue on a split-adjusted basis beginning March 20, 2026.
According to the company, the reverse stock split is intended to increase the bid price of the common stock so it can regain compliance with the minimum bid price requirement for continued Nasdaq Capital Market listing.