IPO - Tianci International, Inc.

Form Type: 424B4

Filing Date: 2025-04-11

Corporate Action: Ipo

Type: New

Accession Number: 000168316825002432

Filing Summary: Tianci International, Inc. is conducting an underwritten offering of 1,750,000 shares of its common stock at a price of $4.00 per share, aiming to raise approximately $7 million. This offering marks the company’s transition from trading on the OTC Pink Market to the Nasdaq Capital Market, where it commenced trading on April 10, 2025. The shares offered are part of a firm commitment underwritten offering, which means the lead underwriter is obligated to purchase all shares offered. The firm has secured necessary business registrations in Hong Kong and is currently not subject to direct regulatory scrutiny from Mainland China. However, legal uncertainties concerning the jurisdiction due to potential changes in regulatory frameworks might impose risks affecting the company’s operations and the value of its shares. The largest stockholder will own 57.68% of the voting power after the offering, qualifying the company as a controlled entity under Nasdaq standards, though they do not intend to use the related governance exemptions. With the backdrop of strong speculation and high investment risks, the document emphasizes the importance of understanding the associated risks before investment.

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Form Type: 424B4

Filing Date: 2025-04-11

Corporate Action: Ipo

Type: New

Accession Number: 000168316825002434

Filing Summary: Tianci International, Inc. filed a resale prospectus on April 11, 2025, for 3,260,000 shares of common stock, par value $0.0001, by selling stockholders. Proceeds from sales will not go to the company. The common stock has been approved for trading on the Nasdaq Capital Market under the symbol 'CIIT', with trading commencing on April 10, 2025. The offering price for the shares before the Nasdaq listing is $4.00 per share, before which sales will occur at prevailing market prices. The company remains eligible for exemptions as a 'controlled company' under Nasdaq's corporate governance standards due to the significant voting control held by its CEO, Shufang Gao. Risks noted include the implications of changing regulations in Mainland China and the possibility of intervention affecting their operations in Hong Kong. The document emphasizes the speculative nature of the investment and advises potential investors to review thoroughly the risk factors detailed in the prospectus, particularly those associated with operations in Hong Kong.

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Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Ipo

Type: New

Accession Number: 000168316825002466

Filing Summary: On April 11, 2025, Tianci International, Inc. closed its public offering (termed the 'Uplisting') of 1,750,000 common shares, priced at $4.00 per share, alongside a resale offering of 3,260,000 shares. This was conducted under registration statement on Form S-1 filed on June 10, 2024, which became effective on April 9, 2025. The shares began trading on the Nasdaq Capital Market under the ticker 'CIIT' starting April 10, 2025. Additionally, the company entered into an underwriting agreement with American Trust Investment Services, Inc. on April 9, 2025, and issued a warrant to the representative for 87,500 shares on April 11, 2025. The document includes related press releases that were made on April 9 and April 11 announcing the pricing and closing of the Uplisting, respectively. This report is not an offer to sell or a solicitation of an offer to buy any securities pending the registration or qualification under the securities laws.

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Form Type: 8-A12B

Filing Date: 2025-04-08

Corporate Action: Ipo

Type: New

Accession Number: 000168316825002335

Filing Summary: Tianci International, Inc. is registering its common stock with a par value of $0.0001 per share pursuant to Section 12(b) of the Securities Exchange Act of 1934. The common stock will be traded on The Nasdaq Stock Market LLC. The registration form includes a reference to its Registration Statement on Form S-1, which was initially filed on June 10, 2024, and includes updates with various amendments until March 14, 2025. There are no other securities registered or required exhibits filed with the registration as indicated in the document. This filing signifies the company's intention to list its shares publicly, marking a significant step in its transition to being publicly traded.

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Form Type: S-1/A

Filing Date: 2025-03-14

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825001619

Filing Summary: Tianci International, Inc. filed Amendment No. 7 to its Form S-1 registration statement with the SEC on March 14, 2025, to offer up to 2,170,000 shares of common stock at an estimated price of $4 to $5 per share in a firm commitment underwritten offering. The application will also seek listing on the Nasdaq Capital Market under the symbol 'CIIT'. The company currently trades on the OTC Pink Market, and as of March 13, 2025, the share price was reported at $4.00. The amendment includes two distinct prospectuses: one for public offering and another for resale by selling stockholders. Key highlights include potential risks related to operations in Hong Kong, management of cash flows, and regulatory uncertainties concerning Mainland China's laws affecting its business. Additional details express the lack of direct influence from the PRC government and the company’s strategic focus on maintaining necessary permissions and approvals for operations.

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Form Type: S-1/A

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: Update

Accession Number: 000168316825001125

Filing Summary: Tianci International, Inc. filed Amendment No. 6 to its Form S-1 registration statement on February 19, 2025, in connection with an initial public offering (IPO) of up to 2,170,000 shares of its common stock, with an estimated public offering price between $4 and $5 per share. The company is currently traded on the OTC Pink Market under the symbol 'CIIT' and is seeking to list its shares on the Nasdaq Capital Market. The last reported sale price for its stock prior to the filing was $4.00 per share. The registration statement includes a public offering prospectus and a resale prospectus for shares held by selling stockholders, specifying the terms of the proposed offerings. The offering is contingent upon obtaining final approval for listing on the Nasdaq. Additionally, the company highlights unique risks associated with its operational structure as a holding company with a subsidiary in Hong Kong and the evolving regulatory landscape affecting its operations and securities offerings. Investors are cautioned about potential regulatory risks related to Mainland China and operational dependencies on its subsidiary in Hong Kong.

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