Tianci International (CIIT) holder L1 Capital discloses 608,824 warrants, 7.4% stake

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd., a Cayman Islands entity, reports beneficial ownership tied to Tianci International, Inc. common stock. It holds 608,824 warrants, representing sole voting and dispositive power over the underlying securities, subject to a 9.99% beneficial ownership limitation.

This position corresponds to 7.4% of Tianci International’s common stock, based on 7,673,907 shares outstanding as referenced in the company’s prospectus and a current report. The amendment also refers to an earlier filing covering 851,700 shares of common stock purchased on June 16, 2026. Directors David Feldman and Joel Arber may be deemed beneficial owners under Rule 13d-3 but disclaim beneficial ownership for other purposes.

Key Figures

Warrants beneficially owned: 608,824 Percent of class owned: 7.4% Shares outstanding baseline: 7,673,907 shares +3 more

6 metrics

Warrants beneficially owned 608,824 Amount beneficially owned in warrants relating to common stock

Percent of class owned 7.4% Beneficial ownership percentage of Tianci International common stock

Shares outstanding baseline 7,673,907 shares Common stock outstanding used to calculate 7.4% ownership

Beneficial ownership limitation 9.99% Cap on beneficial ownership applicable to 608,824 warrants

Prior common shares purchased 851,700 shares Common stock purchased on June 16, 2026 referenced in the amendment

Sole voting power 608,824 Number of securities over which L1 Capital has sole voting power

Key Terms

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

5 terms

beneficial ownership limitation regulatory

"608,824 Warrants, 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.

sole dispositive power regulatory

"Sole Dispositive Power 608,824.00"

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.

Rule 13d-3 regulatory

"may be deemed to 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.

beneficially owned regulatory

"Amount beneficially owned: 608,824"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

CUSIP financial

"CUSIP No.: 88631G304"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

FAQ

What ownership in Tianci International (CIIT) does L1 Capital report?

L1 Capital Global Opportunities Master Fund reports beneficial ownership of 608,824 warrants linked to Tianci International, Inc. This position represents 7.4% of the company’s common stock, based on 7,673,907 shares outstanding referenced in company disclosures.

How large is L1 Capital’s percentage stake in Tianci International (CIIT)?

L1 Capital reports holding securities representing 7.4% of Tianci International’s common stock. This percentage is calculated using 7,673,907 shares outstanding as disclosed in the issuer’s prospectus and a current report filed in June 2026.

What type of Tianci International (CIIT) securities does L1 Capital beneficially own?

L1 Capital beneficially owns 608,824 warrants relating to Tianci International common stock. These warrants carry sole voting and dispositive power for the underlying securities and are subject to a 9.99% beneficial ownership limitation on exercisability.

What is the beneficial ownership limitation mentioned for CIIT warrants?

The reported 608,824 warrants are subject to a 9.99% beneficial ownership limitation. This limitation restricts exercises that would cause L1 Capital’s beneficial ownership of Tianci International common stock to exceed 9.99%, affecting how many warrants can be exercised at any time.

How many Tianci International (CIIT) shares are used to calculate L1 Capital’s stake?

L1 Capital’s 7.4% beneficial ownership figure is based on 7,673,907 shares of Tianci International common stock outstanding. This share count comes from the issuer’s Rule 424(b)(4) prospectus and a current report referenced in the disclosure.

What prior transaction does this amendment reference for Tianci International (CIIT)?

The amendment references an earlier filing covering 851,700 shares of Tianci International common stock purchased on June 16, 2026. The current disclosure focuses on 608,824 warrants and the resulting beneficial ownership percentage.

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

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Available on EDGAR 08/14/2026 - 04:18 PM Accepted by SEC EDGAR 08/14/2026 - 04:10 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. 1)

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

L1 Capital Global Opportunities Master Fund, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 608,824.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 608,824.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

608,824.00

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)

7.4 %

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: L1 Capital Global Opportunities Master Fund, Ltd.
(b)	Address or principal business office or, if none, residence: 3rd Floor, Citrus Grove Building, 106 Goring Ave. George Town PO Box 10085 Grand Cayman, Cayman Islands KY1-1001
(c)	Citizenship: Cayman Islands
(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: 608,824 This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on June 23, 2026, covering 851,700 Common Stock purchased on June 16, 2026. The amounts in Row (5), (7) and (9) represent 608,824 Warrants, which is 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 7,673,907 shares of Common Stock outstanding, based on the Issuer's Prospectus under Rule 424(b)(4) and a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 17, 2026 and June 18, 2026, respectively. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)	Percent of class: 7.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 608,824
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 608,824
	(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.

L1 Capital Global Opportunities Master Fund, Ltd.

Signature:	/s/ David Feldman
Name/Title:	David Feldman, Director
Date:	08/14/2026