Tianci International Files S-1/A Amendment

TL;DR

Tianci Intl (CIIT) filed S-1/A update. New financials out.

AI Summary

Tianci International, Inc. filed an S-1/A amendment on November 1, 2024, to update its financial information. The company, formerly known as Steampunk Wizards, Inc. and Freedom Petroleum Inc., is incorporated in Nevada and operates in the computer communications equipment sector. The filing covers the fiscal year ending July 31, 2024, and includes details on preferred stock and common shares.

Why It Matters

This filing provides updated financial disclosures for Tianci International, Inc., which is crucial for investors to assess the company's current financial health and performance.

Risk Assessment

Risk Level: medium — The filing is an amendment to an S-1, indicating ongoing efforts to go public or update registration, which inherently carries risks associated with early-stage or transitioning companies.

Key Numbers

• 2024-07-31 — Fiscal Year End (The latest fiscal year for which financial information is being updated.)
• 2023-07-31 — Previous Fiscal Year End (Provides a comparative period for financial analysis.)

Key Players & Entities

• Tianci International, Inc. (company) — Filer of the S-1/A amendment
• Steampunk Wizards, Inc. (company) — Former company name
• Freedom Petroleum Inc. (company) — Former company name
• 0001557798 (company) — Central Index Key for Tianci International, Inc.
• 3576 (company) — Standard Industrial Classification for Computer Communications Equipment
• NV (company) — State of incorporation
• 0731 (date) — Fiscal year end
• 20241101 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share, of Tianci International, Inc
• $4 — e public offering price will be between $4 and $5 per share. Our common stock is
• $5 — c offering price will be between $4 and $5 per share. Our common stock is current
• $4.01 — ted sale price for our common stock was $4.01 per share. We have applied to list our
• $4.50 — full, and assuming an offering price of $4.50 per share of common stock, which is the
• $11.2 million — ons and expenses, will be approximately $11.2 million. The lead underwriter expects to deliv

Filing Documents

• tianci_s1a4.htm (S-1/A) — 1867KB
• tianci_ex0401.htm (EX-4.1) — 1KB
• tianci_ex2301.htm (EX-23.1) — 2KB
• tianci_ex2302.htm (EX-23.2) — 3KB
• image_010.jpg (GRAPHIC) — 3KB
• image_026.jpg (GRAPHIC) — 11KB
• image_021.jpg (GRAPHIC) — 25KB
• image_003.jpg (GRAPHIC) — 31KB
• image_004.jpg (GRAPHIC) — 34KB
• image_005.jpg (GRAPHIC) — 22KB
• image_024.jpg (GRAPHIC) — 58KB
• image_007.jpg (GRAPHIC) — 39KB
• image_025.jpg (GRAPHIC) — 75KB
• image_002.gif (GRAPHIC) — 14KB
• image_011.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 206KB
• image_012.jpg (GRAPHIC) — 37KB
• 0001683168-24-007543.txt ( ) — 7106KB
• ciit-20240731.xsd (EX-101.SCH) — 45KB
• ciit-20240731_cal.xml (EX-101.CAL) — 47KB
• ciit-20240731_def.xml (EX-101.DEF) — 180KB
• ciit-20240731_lab.xml (EX-101.LAB) — 306KB
• ciit-20240731_pre.xml (EX-101.PRE) — 283KB
• tianci_s1a4_htm.xml (XML) — 585KB

RISK FACTORS

RISK FACTORS 16 A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 43

USE OF PROCEEDS

USE OF PROCEEDS 44 DIVIDEND POLICY 45 MARKET PRICE 45 CAPITALIZATION 45

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 48 DESCRIPTION OF BUSINESS 54 INDUSTRY AND MARKET OPPORTUNITIES 63 REGULATIONS 74 MANAGEMENT 80

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 84 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 87

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 89 PRINCIPAL STOCKHOLDERS 95 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 97 SHARES ELIGIBLE FOR FUTURE SALE 101

UNDERWRITING

UNDERWRITING 102 LEGAL MATTERS 112 EXPERTS 112 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 112 WHERE YOU CAN FIND MORE INFORMATION 113 INDEX TO FINANCIAL STATEMENTS F-1 PRELIMINARY RESALE PROSPECTUS R-1 You should rely only on the information contained in this prospectus. We have not, and the lead underwriter has not, authorized anyone to provide you with information different from what is contained in this prospectus or in any related free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the lead underwriter is not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our subsidiaries' business, and our financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States of America (the "United States" or the "U.S."): Neither we nor the lead underwriter have done anything that would permit the Underwritten Offering or possession or distribution of this prospectus or any filed free-writing prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of our common stock and the distribution of this prospectus or any filed free writing prospectus outside of the United States. vii Comm

View Full Filing

View this S-1/A filing on SEC EDGAR