8-K - CIIT - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):April 24, 2024

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TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

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Nevada	333-184061	45-5540446
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

UnitB,10/F., Ritz Plaza, No.122 AustinRoad, Tsim Sha Tsui, Kowloon, HongKong 999077

(Address of Principal Executive Office) (Zip Code)

61-0296721899

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 April 24, 2024 the Registrant sold 80,000 shares of Series B Preferred Stock to RQS Capital Limited. The shares were sold for a cash payment of $80,000. The shares were issued in a private offering to an investor that was acquiring the shares for its 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 purchaser was a non-U.S. person and Rule 903 was complied with.

Shufang Gao, the Registrant’s Chief Executive Officer, is the majority shareholder and Chairman of RQS Capital Limited. With the addition of the Series B Preferred Stock purchased by RQS Capital Limited to its prior holding of 6,960,000 shares of common stock, RQS Capital Limited holds 65.67% of the aggregate voting power of the Registrant.

ITEM 5.03	AMENDMENT TO ARTICLES OF INCORPORATION

On April 24, 2024 the Registrant filed with the Nevada Secretary of State a Certificate of Designation of 80,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock may be converted by the holder of the share into 100 shares of common stock, subject to equitable adjustment of the conversion rate. The holder of Series B Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series B Preferred Stock is convertible. Upon liquidation of the Registrant, each holder of Series B Preferred Stock will be entitled to receive, out of the net assets of the Registrant, $0.01 per share, then to share in the distribution on an as-converted basis.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

10-a	Certificate of Designation of Series B Preferred Stock filed on April 24, 2024.
104	Cover page interactive data file (embedded within the iXBRL document)

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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.
Date: April 26, 2024	By:	/s/ Shufang Gao<br><br> <br>Shufang Gao, CEO

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Exhibit 10-a

Business Entity - Filing Acknowledgement 04/25/2024 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2024042402190 - 3635574 20244013523 Certificate of Designation 4/24/2024 1:01:00 PM 3 Indexed Entity Information: Entity ID: E0489732016 - 8 Entity Name: TIANCI INTERNATIONAL INC. Expiration Date: None Entity Status: Active Commercial Registered Agent NORTHWEST REGISTERED AGENT, LLC.* 401 Ryland St. Ste 200 A, Reno, NV 89502, USA The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State DEPUTY BAKKEDAHL Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording Division 401 N. Carson Street

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Business Number E0489732016 - 8 Filed in the Office of Secretary of State State Of Nevada Filing Number 20244013523 Filed On 4/24/2024 1:01:00 PM Number of Pages 3

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EXHIBIT A

CERTIFICATE OF DESIGNATION

ESTABLISHING SERIES B PREFERRED STOCK OF

TIANCI INTERNATIONAL, INC.

A Nevada Corporation

Tianci International, Inc., a Nevada corporation (the "Corporation"), hereby establishes and designates Eighty Thousand (80,000) shares of its preferred stock, $0.0001 par value per share, as Series B Preferred Stock (the "Series B Preferred Stock"). The voting powers, designations, preferences, privileges, limitations, restrictions, and relative rights of the Series B Preferred Stock relative to those of the common stock, par value $0.0001 per share, of the Corporation (the "Common Stock") and any other class or series of stock of the Corporation are set forth in this Certificate of Designation Establishing Series B Preferred Stock of the Corporation (the "Certificate").

1. Stated Value. Each share of Series B Preferred Stock shall have a stated value equal to $0.01 (the "Stated Value").

2. Liquidation. Upon the liquidation, dissolution and winding up of the Corporation, the holder of each share of the Series B Preferred Stock shall be entitled to receive out of the net assets of the Corporation, before any amount shall be paid to the holders of any other class of stock, the sum of One Cent ($0.01) per share, after which the Holders of Series B Preferred Stock shall share in the distribution with the holders of the Common Stock on a pari passu basis, except that in determining the appropriate distribution of available cash among the shareholders, each share of Series B Preferred Stock shall be deemed to have been converted into the number of shares of the Corporation's Common Stock into which that Holder's Series B Preferred Stock could be converted on the record date for the distribution.

3. Voting. Each share of Series B Preferred Stock shall entitle the holder thereof to cast on all matters submitted to a vote of the stockholders of the Corporation that number of votes which equals the number of shares of Common Stock into which such holder's shares of Series B Preferred Stock are convertible on the record date for the stockholder action.

4. Conversion.

A.	Conversion. Any shares of Series B Preferred Stock may, at any time, at the option of the holder,<br>be converted into fully paid and nonassessable shares of Common Stock (a "Conversion"). The number of shares of Common Stock<br>to which a holder of Series B Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number<br>of shares of Series B Preferred Stock being converted by one hundred (100) (the "Adjustment Number").
B.	Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or<br>pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event<br>shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock<br>outstanding immediately after such event and the denominator of which is the number of shares of<br>Common Stock that were outstanding immediately prior to such event.
C.	Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger,<br>reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities,<br>cash and/or any other property, then in any such case the Conversion Rights of Series B Preferred Stock shall at the same time be modified<br>such that upon Conversion of a share of Series B Preferred Stock the holder shall receive the product of the Adjustment Number times the<br>aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each<br>share of Common Stock is changed or exchanged.

Conversion. Any shares of Series B Preferred Stock may, at any time, at the option of the holder, be converted into fully paid and nonassessable shares of Common Stock (a "Conversion"). The number of shares of Common Stock to which a holder of Series B Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series B Preferred Stock being converted by one hundred (100) (the "Adjustment Number").

Dividend Payable in Shares of Stock. In the event the Corporation shall at any time declare or pay any dividend on Common Stock payable in shares of Common Stock, then the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, reorganization, or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the Conversion Rights of Series B Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series B Preferred Stock the holder shall receive the product of the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

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| --- | | D. | Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series B Preferred Stock is changed into the same or a different number of shares of any class or classes of the Corporation's stock, whether by recapitalization, combination, consolidation, reverse stock split, reclassification or otherwise, the Adjustment Number shall be changed proportionately to the change in the number of shares of Common Stock resulting from the recapitalization, reclassification or other change. | | --- | --- | | E. | Conversion Notice. The Holder of a share of Series B Preferred Stock may exercise its right to conversion by giving a written conversion notice (the "Conversion Notice") (x) by email to the Corporation confirmed by a telephone call or (y) by overnight delivery service, with a copy by email to the Corporation's transfer agent for its Common Stock, as designated by the Corporation from time to time. If conversion will result in the conversion of all of a Holder's Series B Preferred Stock, the Holder shall surrender the certificate for the Series B Preferred Stock to the Corporation at its principal office (or such other office or agency of the Corporation may designate by notice in writing to the Holder) at any time during its usual business hours. | | F. | Issuance of Certificates: Time Conversion Effected. Promptly, but in no event more than three (3) trading days after the Conversion Date, the Corporation shall issue and deliver, or the Corporation shall cause to be issued and delivered, to the Holder, registered in such name or names as the Holder may direct, a certificate or certificates for the number of whole shares of Common Stock into which the Series B Preferred Stock has been converted. The "Conversion Date" shall be the date on which the Conversion Notice is received and the Holder has surrendered the Series B Preferred Stock certificate (if required). The person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby on the Conversion Date. Issuance of shares of Common Stock issuable upon conversion that are requested to be registered in a name other than that of the registered Holder shall be subject to compliance with all applicable federal and state securities laws. | | G. | Fractional Shares. The Corporation shall not, nor shall it cause its transfer agent to, issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round, or cause the Transfer Agent to round, such fraction of a share of Common Stock up to the nearest whole share. |

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