Tianci International (CIIT) holder controls 304K warrants but only part counts

Rhea-AI Filing Summary

Tianci International, Inc. (CIIT) reports that S.H.N. Financial Investments Ltd. has filed Amendment No. 2 to its Schedule 13G, updating its ownership following a share split. S.H.N. Financial Investments Ltd. is deemed to beneficially own 127,928 Warrants, corresponding to a 9.99% beneficial ownership of Tianci’s common stock.

The 127,928 Warrants are subject to a 9.99% beneficial ownership limitation and give S.H.N. Financial Investments Ltd. sole voting and dispositive power over that amount. An additional 176,484 Warrants, also subject to the 9.99% limitation, are not counted toward its beneficial ownership. The 9.99% figure is calculated based on 1,152,639 shares of common stock outstanding as of August 20, 2026. Nir Shamir, CEO of S.H.N. Financial Investments Ltd., may be deemed to beneficially own these securities but disclaims beneficial ownership for all other purposes.

Key Figures

Beneficially owned Warrants: 127,928 Warrants Additional Warrants excluded: 176,484 Warrants Total Warrants purchased: 304,416 Warrants +3 more

6 metrics

Beneficially owned Warrants 127,928 Warrants Amount deemed beneficially owned and subject to 9.99% beneficial ownership limitation

Additional Warrants excluded 176,484 Warrants Warrants not included in beneficial ownership calculation due to 9.99% limitation

Total Warrants purchased 304,416 Warrants Warrants purchased on June 16, 2026 covered by the related filing

Percent of class 9.99% Beneficial ownership percentage reported for Tianci International, Inc. common stock

Shares of common stock outstanding 1,152,639 shares Outstanding as of August 20, 2026, used to calculate the 9.99% ownership

Sole voting and dispositive power 127,928 Number of Warrants over which S.H.N. Financial Investments Ltd. has sole voting and dispositive power

Key Terms

beneficial ownership limitation, beneficially own, Rule 13d-3, sole dispositive power, +1 more

5 terms

beneficial ownership limitation regulatory

"which is subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

beneficially own regulatory

"Amount beneficially owned: 127,928"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 13d-3 regulatory

"beneficially own (as that term is defined in Rule 13d-3 )"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

sole dispositive power financial

"Sole Dispositive Power 127,928.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Sole Voting Power financial

"Sole Voting Power 127,928.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

FAQ

What ownership stake in CIIT does S.H.N. Financial Investments Ltd. report in this Schedule 13G/A?

S.H.N. Financial Investments Ltd. reports beneficial ownership of 9.99% of Tianci International, Inc.’s common stock, based on 127,928 Warrants and 1,152,639 shares of common stock outstanding as of August 20, 2026.

How many Tianci International (CIIT) Warrants does S.H.N. Financial Investments Ltd. hold?

S.H.N. Financial Investments Ltd. holds 304,416 Warrants purchased on June 16, 2026. Of these, 127,928 Warrants are counted for beneficial ownership, while 176,484 Warrants are excluded due to a 9.99% beneficial ownership limitation.

What is the beneficial ownership limitation mentioned for CIIT in this filing?

The filing describes a 9.99% beneficial ownership limitation on the Warrants. The 127,928 Warrants counted toward ownership, and the additional 176,484 Warrants, are each subject to this 9.99% cap on beneficial ownership.

On what share count is the 9.99% CIIT ownership calculation based?

The 9.99% beneficial ownership percentage is based on 1,152,639 shares of Tianci International, Inc. common stock outstanding as of August 20, 2026, using information provided by the issuer, including a shareholder report from its transfer agent.

Who controls the reported CIIT securities for S.H.N. Financial Investments Ltd.?

S.H.N. Financial Investments Ltd. has sole voting power and sole dispositive power over 127,928 Warrants. Nir Shamir, its Chief Executive Officer, may be deemed to beneficially own these securities under Rule 13d-3 but disclaims beneficial ownership for all other purposes.

Why was this Schedule 13G/A amendment filed for Tianci International (CIIT)?

The amendment was filed to revise the percent of class represented by S.H.N. Financial Investments Ltd.’s holdings based on the updated total shares outstanding post-split, while reflecting the 9.99% beneficial ownership limitation on the Warrants.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 04:29 PM Accepted by SEC EDGAR 08/20/2026 - 04:28 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Tianci International, Inc.

(Name of Issuer)

Common Stock, $ 0.0001 par value

(Title of Class of Securities)

88631G304

(CUSIP Number)

08/14/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 88631G304

1

Names of Reporting Persons

S.H.N. Financial Investments Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 127,928.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 127,928.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

127,928.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

FI

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Tianci International, Inc.
(b)	Address of issuer's principal executive offices: Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong 999077
Item 2.
(a)	Name of person filing: S.H.N. Financial Investments Ltd.
(b)	Address or principal business office or, if none, residence: Herzliya Hills Arik Einstein 3, Israel, 4610301
(c)	Citizenship: Israel
(d)	Title of class of securities: Common Stock, $ 0.0001 par value
(e)	CUSIP No.: 88631G304
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 127,928 This amendment refers to a Schedule 13G/A filed with the Securities and Exchange Commission on August 14, 2026, covering 304,416 Warrants purchased on June 16, 2026. This amendment is intended to revise the percent of class represented based on the total amount of shares outstanding post-split. The amounts in Row (5), (7) and (9) represent 127,928 Warrants, which is subject to a 9.99% beneficial ownership limitation. The amounts do not include 176,484 Warrants, subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 1,152,639 shares of Common Stock outstanding as of August 20, 2026, based on information provided by the Issuer, including a shareholder report from the Issuer's transfer agent. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 127,928
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 127,928
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

S.H.N. Financial Investments Ltd.

Signature:	/s/ Nir Shamir
Name/Title:	Nir Shamir, Chief Executive Officer
Date:	08/20/2026