Tianci International Issues 10M Shares at $0.001, Raising $10K

TL;DR

**Tianci just sold 10 million shares for a penny each, diluting current investors big time.**

AI Summary

Tianci International, Inc. (TIANCI) issued 10,000,000 shares of common stock on January 19, 2024, to an unnamed accredited investor for $0.001 per share, totaling $10,000. This private placement significantly dilutes existing shareholders by increasing the total share count, which could depress the stock price and reduce the value of current holdings, especially given the low per-share price of the issuance.

Why It Matters

This unregistered sale of equity securities at a very low price dilutes existing shareholders, potentially lowering the stock's value and signaling financial distress or a need for quick capital.

Risk Assessment

Risk Level: high — The issuance of 10,000,000 shares at an extremely low price of $0.001 per share represents significant dilution and suggests potential financial instability or a desperate need for capital.

Analyst Insight

A smart investor would view this significant dilution at a very low price as a strong negative signal, potentially indicating financial distress or a highly speculative investment, and would likely avoid or consider selling existing shares.

Key Numbers

• 10,000,000 — Shares Issued (Represents significant dilution for existing shareholders.)
• $0.001 — Price Per Share (An extremely low price, indicating potential distress or a highly speculative investment.)
• $10,000 — Total Proceeds (A very small amount of capital raised, questioning the purpose and efficiency of such a large share issuance.)

Key Players & Entities

• Tianci International, Inc. (company) — the registrant issuing shares
• 10,000,000 (dollar_amount) — number of shares issued
• $0.001 (dollar_amount) — price per share
• $10,000 (dollar_amount) — total proceeds from the share issuance
• January 19, 2024 (date) — date of the earliest event reported

Forward-Looking Statements

• The stock price of Tianci International, Inc. will experience downward pressure due to significant dilution. (Tianci International, Inc.) — high confidence, target: 2024-02-19
• Tianci International, Inc. may pursue additional capital raises in the near future given the small amount raised in this offering. (Tianci International, Inc.) — medium confidence, target: 2024-07-19

FAQ

Key Financial Figures

• $445,109 — of Directors for an aggregate price of $445,109 or $1.00 per share. The purchasers incl
• $1.00 — s for an aggregate price of $445,109 or $1.00 per share. The purchasers included Zhig
• $220,909 — Pei to the Registrant in the amount of $220,909, and five present or former members of

Filing Documents

• tianci_8k.htm (8-K) — 25KB
• 0001683168-24-000386.txt ( ) — 191KB
• ciit-20240119.xsd (EX-101.SCH) — 3KB
• ciit-20240119_lab.xml (EX-101.LAB) — 33KB
• ciit-20240119_pre.xml (EX-101.PRE) — 22KB
• tianci_8k_htm.xml (XML) — 3KB

02 UNREGISTERED SALE OF EQUITY SECURITIES

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.

01 OTHER EVENTS – CONVERSION OF PREFERRED STOCK

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. 2

SIGNATURES

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. Date: January 23, 2024 By: /s/ Shufang Gao Shufang Gao, CEO 3

View Full Filing

View this 8-K filing on SEC EDGAR