Tianci International, Inc. Schedule 13G shows S.H.N. Financial Investments Ltd. reports beneficial ownership of 851,700 shares of Common Stock, representing 9.99% of the class. The percentage is calculated using 7,673,907 shares outstanding as stated in the issuer's Prospectus under Rule 424(b)(4) and related Form 8-K filings dated June 17, 2026 and June 18, 2026.
The filing states the 851,700 figure comprises 750,000 common shares and 101,700 pre-funded warrants and notes additional pre-funded warrants and warrants not included in this amount. The reporting person is organized in Israel and the Schedule is signed by Nir Shamir as CEO of the reporting entity.
Positive
None.
Negative
None.
Insights
Institutional holder reports near-10% stake under a 9.99% ownership cap.
S.H.N. Financial Investments Ltd. reports beneficial ownership of 851,700 shares, equal to 9.99% of the outstanding common stock based on 7,673,907 shares disclosed in the issuer's prospectus and related 8-Ks.
The filing notes the position combines 750,000 common shares and 101,700 pre-funded warrants and references additional pre-funded warrants and warrants subject to the same 9.99% beneficial ownership limitation. Timing and cash-flow treatment for any future exercises or dispositions are not stated in the excerpt.
Key Figures
Beneficial ownership:851,700 sharesPercent of class:9.99%Common shares included:750,000 shares+2 more
5 metrics
Beneficial ownership851,700 sharesreported on Schedule 13G, signed 06/24/2026
Percent of class9.99%based on 7,673,907 shares outstanding per prospectus and Form 8-Ks
Common shares included750,000 sharespart of the 851,700 total
Pre-funded warrants included101,700 warrantspart of the 851,700 total; additional warrants not included
Shares outstanding reference7,673,907 sharesper issuer Prospectus under Rule 424(b)(4) and Form 8-Ks dated June 17 and June 18, 2026
"The amounts in Row (5), (7) and (9) represent 750,000 shares of Common Stock and 101,700 Pre-Funded Warrants"
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 2. (a) Name of person filing: S.H.N. Financial Investments Ltd."
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 S.H.N. Financial Investments Ltd. report in Tianci International (CIIT)?
Answer: The filer reports beneficial ownership of 851,700 shares, equal to 9.99% of the class. This percentage is calculated using 7,673,907 shares outstanding per the issuer's prospectus and two Form 8-Ks dated June 17, 2026 and June 18, 2026.
How is the reported 851,700 share figure composed?
Answer: The filing states the 851,700 consists of 750,000 common shares and 101,700 pre-funded warrants. The report separately notes additional pre-funded warrants and warrants that were not included in this total.
Who signed the Schedule 13G for the reporting entity?
Answer: The Schedule 13G is signed by Nir Shamir, identified as Chief Executive Officer of S.H.N. Financial Investments Ltd., with a signature date of June 24, 2026.
What beneficial ownership limitation applies to the reported securities?
Answer: The filing explicitly states a 9.99% beneficial ownership limitation applies to the pre-funded warrants and other warrant instruments referenced in the disclosure.
On what basis is the percent ownership calculated?
Answer: The percent ownership (9.99%) is based on 7,673,907 shares outstanding as disclosed in the issuer's Prospectus under Rule 424(b)(4) and Form 8-Ks filed on June 17, 2026 and June 18, 2026.
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
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
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:
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 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 1,150,000 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.
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:
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.
