Tianci International Files S-1 for Public Offering

TL;DR

Tianci International (formerly Steampunk Wizards) is filing its S-1, signaling a potential IPO.

AI Summary

Tianci International, Inc. filed an S-1 form on June 10, 2024, indicating its intention to go public. The company, formerly known as Steampunk Wizards, Inc. and Freedom Petroleum Inc., is based in Reno, Nevada, and operates in the computer communications equipment sector. The filing details its financial reporting periods and organizational structure.

Why It Matters

This S-1 filing marks the initial step for Tianci International, Inc. to become a publicly traded company, which could lead to increased capital for expansion and greater market visibility.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the early stages of going public, which inherently carries higher risks than established public companies.

Key Numbers

• 20240610 — Filing Date (Date the S-1 form was filed with the SEC.)
• 333-280089 — SEC File Number (The SEC's file number assigned to this registration statement.)

Key Players & Entities

• Tianci International, Inc. (company) — Filer of the S-1 document
• Steampunk Wizards, Inc. (company) — Former company name
• Freedom Petroleum Inc. (company) — Former company name
• Reno, NV (location) — Company's business and mailing address
• 0001683168-24-004088.txt (document) — Accession number for the filing

FAQ

Key Financial Figures

• $0.0001 — to [] shares of common stock, par value $0.0001 per share, of Tianci International, Inc

Filing Documents

• tianci_s1.htm (S-1) — 2091KB
• tianci_ex0301.htm (EX-3.1) — 20KB
• tianci_ex1005.htm (EX-10.5) — 106KB
• tianci_ex1006.htm (EX-10.6) — 55KB
• tianci_ex1007.htm (EX-10.7) — 10KB
• tianci_ex1008.htm (EX-10.8) — 29KB
• tianci_ex1009.htm (EX-10.9) — 20KB
• tianci_ex1401.htm (EX-14.1) — 35KB
• tianci_ex1402.htm (EX-14.2) — 6KB
• tianci_ex2101.htm (EX-21.1) — 3KB
• tianci_ex2301.htm (EX-23.1) — 2KB
• tianci_ex9901.htm (EX-99.1) — 24KB
• tianci_ex9902.htm (EX-99.2) — 14KB
• tianci_ex9903.htm (EX-99.3) — 14KB
• tianci_ex107.htm (EX-FILING FEES) — 24KB
• image_001.jpg (GRAPHIC) — 2KB
• image_002.gif (GRAPHIC) — 14KB
• image_003.jpg (GRAPHIC) — 31KB
• image_004.jpg (GRAPHIC) — 34KB
• image_005.jpg (GRAPHIC) — 22KB
• image_007.jpg (GRAPHIC) — 39KB
• image_010.jpg (GRAPHIC) — 3KB
• image_011.jpg (GRAPHIC) — 3KB
• image_021.jpg (GRAPHIC) — 25KB
• image_014.jpg (GRAPHIC) — 635KB
• image_015.jpg (GRAPHIC) — 1501KB
• image_016.jpg (GRAPHIC) — 2115KB
• image_017.jpg (GRAPHIC) — 1201KB
• image_018.jpg (GRAPHIC) — 1341KB
• image_019.jpg (GRAPHIC) — 536KB
• image_020.jpg (GRAPHIC) — 800KB
• image_024.jpg (GRAPHIC) — 58KB
• image_025.jpg (GRAPHIC) — 75KB
• 0001683168-24-004088.txt ( ) — 18361KB
• ciit-20240131.xsd (EX-101.SCH) — 37KB
• ciit-20240131_cal.xml (EX-101.CAL) — 43KB
• ciit-20240131_def.xml (EX-101.DEF) — 162KB
• ciit-20240131_lab.xml (EX-101.LAB) — 277KB
• ciit-20240131_pre.xml (EX-101.PRE) — 259KB
• tianci_s1_htm.xml (XML) — 566KB

RISK FACTORS

RISK FACTORS 17 A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 42

USE OF PROCEEDS

USE OF PROCEEDS 43 DIVIDEND POLICY 43 MARKET PRICE 44 CAPITALIZATION 44

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46 DESCRIPTION OF BUSINESS 56 INDUSTRY AND MARKET OPPORTUNITIES 65 REGULATIONS 76 MANAGEMENT 82

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 87 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 89

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 90 PRINCIPAL STOCKHOLDERS 96 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 WHERE YOU CAN FIND MORE INFORMATION 112 INDEX TO FINANCIAL STATEMENTS F-1 You should rely only on the information contained in this prospectus. We have not, and the 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 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 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. vi Commonly Used Defined Terms Unless otherwise indicated or the context requires otherwise, references in this registration statement to: "China," "Chinese," or the "PRC" are to the People's Republic of China, including the special administrative regions of Hong Kong and Macau, and, for the purposes of this prospectus only, excluding Taiwan; "Mainl

View Full Filing

View this S-1 filing on SEC EDGAR