S.H.N. Financial (CIIT) reports 3.8% beneficial stake in Tianci via 304,412 warrants

Rhea-AI Filing Summary

S.H.N. Financial Investments Ltd. filed an amended Schedule 13G reporting its beneficial ownership in Tianci International, Inc. common stock. The reporting person now reports beneficial ownership of 304,412 Warrants, representing 3.8% of Tianci’s common stock class, based on 7,673,907 shares of common stock outstanding as referenced in the issuer’s prospectus and current reports.

The amendment explains that this filing updates an earlier report that covered 851,700 shares of common stock purchased on June 16, 2026. S.H.N. Financial Investments Ltd. holds sole voting and dispositive power over the 304,412 Warrants and no shared power. The report indicates ownership of 5 percent or less of the class. Nir Shamir, Chief Executive Officer of S.H.N. Financial Investments Ltd., may be deemed to beneficially own these securities under Rule 13d-3 but expressly disclaims beneficial ownership for all other purposes.

Key Figures

Beneficially owned warrants: 304,412 Warrants Percent of class: 3.8% Shares outstanding: 7,673,907 shares +1 more

4 metrics

Beneficially owned warrants 304,412 Warrants Amount beneficially owned by S.H.N. Financial Investments Ltd.

Percent of class 3.8% Ownership percentage of Tianci common stock class

Shares outstanding 7,673,907 shares Tianci common stock outstanding referenced for ownership calculation

Prior reported purchase 851,700 shares Shares of common stock purchased on June 16, 2026 referenced by the amendment

Key Terms

beneficially own, sole dispositive power, Rule 13d-3, Warrants, +1 more

5 terms

beneficially own financial

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

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.

sole dispositive power financial

"Sole Dispositive Power 304,412.00 8 | Shared Dispositive Power 0.00"

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.

Warrants financial

"The amounts in Row (5), (7) and (9) represent 304,412 Warrants."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

percent of class financial

"Percent of class: 3.8% (c) | Number of shares as to which the person has"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

FAQ

What ownership in Tianci International, Inc. (CIIT) does S.H.N. Financial Investments Ltd. report?

S.H.N. Financial Investments Ltd. reports beneficial ownership of 304,412 Warrants, representing 3.8% of Tianci International’s common stock class, with sole voting and dispositive power over these securities and no shared power.

How is the 3.8% ownership percentage in Tianci (CIIT) calculated?

The 3.8% ownership is calculated against 7,673,907 shares of Tianci International common stock outstanding, as referenced in the issuer’s Rule 424(b)(4) prospectus and related Form 8-K current reports.

What change does this Schedule 13G/A reflect for CIIT?

The amendment references an earlier report covering 851,700 shares of common stock purchased on June 16, 2026, and now reports beneficial ownership of 304,412 Warrants, indicating current ownership of 5 percent or less of the class.

Who controls the reported Tianci (CIIT) securities and what powers do they hold?

S.H.N. Financial Investments Ltd. holds sole power to vote and dispose of the 304,412 Warrants and has no shared voting or dispositive power over any Tianci International common stock.

How is Nir Shamir related to the Tianci (CIIT) securities reported?

Nir Shamir is the Chief Executive Officer of S.H.N. Financial Investments Ltd. and may be deemed to beneficially own the reported securities under Rule 13d-3, but he disclaims beneficial ownership for all other purposes.

What class of Tianci (CIIT) securities is covered in this ownership report?

The report covers Tianci International’s common stock, $0.0001 par value, with the reported position consisting of 304,412 Warrants that are counted toward beneficial ownership of this class.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/14/2026 - 08:03 AM Accepted by SEC EDGAR 08/14/2026 - 08:02 AM 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

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 304,412.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 304,412.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

304,412.00

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)

3.8 %

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: 304,412 This amendment refers to a Schedule 13G filed with the Securities and Exchange Commission on June 24, 2026, covering 851,700 shares of Common Stock purchased on June 16, 2026. The amounts in Row (5), (7) and (9) represent 304,412 Warrants. 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. 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: 3.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 304,412
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 304,412
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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:	08/14/2026