UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 3.02 | UNREGISTERED SALE OF EQUITY SECURITIES |
On January 19, 2024 the Registrant sold an aggregate of 445,109 shares of its common stock to five present or former members of the Registrant’s Board of Directors for an aggregate price of $445,109 or $1.00 per share. The purchasers included Zhigang Pei, who received 220,909 shares in settlement of a loan by Mr. Pei to the Registrant in the amount of $220,909, and five present or former members of the Registrant’s Board of Directors, who received an aggregate of 224,200 shares (Zhigang Pei – 110,200 shares; David Wei Fang – 64,600 shares; Jack Fan Liu – 22,100 shares, Jimmy Weiyu Zhu – 5,200 shares; and Yee Man Yung - 22,100 shares) in satisfaction of the Registrant’s liability to them for unpaid compensation.
The shares were issued in a private offering to investors who were acquiring the shares each for his own account. The offering, therefore, was exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act. The sale was also exempt from registration pursuant to Rule 902(1)(i) of Regulation S, as the purchasers were non-U.S. persons and Rule 903 was complied with. There was no underwriter of the offering.
| ITEM 8.01 | OTHER EVENTS – CONVERSION OF PREFERRED STOCK |
On January 19, 2024 the Registrant issued 8,000,000 shares of its common stock to RQS Capital Limited. The shares were issued upon RQS Capital’s exercise of its right to convert 80,000 shares of the Registrant’s Series A Preferred Stock into 8,000,000 shares of common stock. Upon completion of the conversion, RQS Capital owned 9,500,000 shares of the Registrant’s common stock, representing 66.2% of the 14,348,590 shares outstanding. Shufang Gao, the Registrant’s Chief Executive Officer, is the Chairman of RQS Capital Limited.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Tianci International, Inc. | ||
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Date: January 23, 2024
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By: |
/s/ Shufang Gao Shufang Gao, CEO |
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Cover |
Jan. 19, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 19, 2024 |
| Entity File Number | 333-184061 |
| Entity Registrant Name | TIANCI INTERNATIONAL, INC. |
| Entity Central Index Key | 0001557798 |
| Entity Tax Identification Number | 45-5540446 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | Unit B,10/F., Ritz Plaza |
| Entity Address, Address Line Two | No.122 Austin Road |
| Entity Address, Address Line Three | Tsim Sha Tsui |
| Entity Address, City or Town | Kowloon |
| Entity Address, Country | HK |
| Entity Address, Postal Zip Code | 00000 |
| City Area Code | 852 |
| Local Phone Number | 22510781 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |