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.
Positive
None.
Negative
None.
Insights
L1 Capital reports a near-10% passive stake in Tianci International (Common Stock).
The filing lists 851,700 shares (comprised of 750,000 shares and 101,700 pre-funded warrants) and applies a 9.99% beneficial ownership limitation. The percentage is calculated using 7,673,907 shares outstanding per the prospectus and Form 8-K.
Because this is a Schedule 13G disclosure, it signals a large disclosed holding without an active proposal or control claim; subsequent filings would show any voting intentions or transactions.
Key Figures
Reported ownership:851,700 sharesPercent of class:9.99%Composition - common shares:750,000 shares+3 more
6 metrics
Reported ownership851,700 sharesAmount beneficially owned reported in Schedule 13G
Percent of class9.99%Percent of class reported on cover page
Composition - common shares750,000 sharesPart of the 851,700 total
Composition - pre-funded warrants101,700 pre-funded warrantsPart of the 851,700 total
Shares outstanding used7,673,907 sharesShares outstanding per issuer prospectus and Form 8-K
Additional instruments noted298,300 pre-funded warrants; 2,300,000 warrantsStated as not included in the 851,700 and each subject to 9.99% limitation
"101,700 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial ownership limitationregulatory
"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.
Schedule 13Gregulatory
"Item 1. (a) Name of issuer: Tianci International, Inc."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What stake does L1 Capital report in Tianci International (CIIT)?
L1 Capital reports ownership of 851,700 shares, equal to 9.99%. The amount comprises 750,000 common shares and 101,700 pre-funded warrants; the percentage uses a 7,673,907 shares outstanding figure from the issuer's prospectus and Form 8-K.
How is the 851,700 position composed for CIIT?
The filing shows 750,000 common shares and 101,700 pre-funded warrants. It also discloses additional pre-funded warrants (298,300) and warrants (2,300,000) that are each subject to a separate 9.99% beneficial ownership limitation.
What is the meaning of the 9.99% beneficial ownership limitation in the filing?
The limitation caps ownership attribution at 9.99% for certain instruments. The filing states multiple warrant types are each subject to a 9.99% limit, which affects how many shares the holder may beneficially own or convert into without exceeding that threshold.
What share count was used to compute the 9.99% for CIIT?
The percentage is based on 7,673,907 shares outstanding. That figure is taken from the issuer's prospectus under Rule 424(b)(4) and a Form 8-K cited in the filing; the outstanding count gives no effect to exercises of pre-funded warrants.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Tianci International, Inc.
(Name of Issuer)
Common Stock, $ 0.0001 par value
(Title of Class of Securities)
88631G304
(CUSIP Number)
06/16/2026
(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
851,700.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
851,700.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
851,700.00
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:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
3rd Floor Zephyr House, 122 Mary Street
George Town
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(d)
Title of class of securities:
Common Stock, $ 0.0001 par value
(e)
CUSIP Number(s):
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:
851,700
The amounts in Row (5), (7) and (9) represent 750,000 shares of Common Stock and 101,700 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation. The amounts do not include 298,300 Pre-Funded Warrants and 2,300,000 Warrants, each of 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. The numbers of shares outstanding gives no effect to any exercise of Pre-Funded Warrants.
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:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
851,700
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
851,700
(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.
