Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — Tianci International, Inc.

Accession: 0001683168-26-007038

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0001557798

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tianci_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (tianci_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: tianci_8k.htm · Sequence: 1

8-K

false

0001557798

0001557798

2026-09-09

2026-09-09

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): September 9, 2026

______________

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

______________

Nevada

001-42591

45-5540446

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

Unit 1109, Lippo Sun Plaza, 28 Canton Road,

Tsim Sha Tsui, Kowloon, Hong

Kong 999077

(Address of Principal Executive Office) (Zip Code)

852-266-21800

(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

Common Stock, $0.0001 par value

CIIT

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

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 8.01

Other

Events

On September 9, 2026, Tianci International, Inc. (the “Company”)

issued a press release describing its agreement with BTC Digital Ltd. (“BTCT”) under which BTCT will provide hosting, installation

and testing, and operations and maintenance services for the cryptocurrency mining machines recently contracted for purchase by the Company.

The text of the press release is furnished as Exhibit 99.1 to this current report.

Item 9.01

Financial Statements and Exhibits

Exhibits

99.1

Press Release dated September 9, 2026

104

Cover page interactive data file (embedded within the iXBRL document)

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: September 9, 2026

By:

/s/ Shufang Gao

Shufang Gao, CEO

2

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: tianci_ex9901.htm · Sequence: 2

Exhibit 99.1

CIIT

and BTCT Enter into Cryptocurrency Mining Machine Hosting Agreement to Advance Digital Computing Power Strategy

BTCT to Provide Professional Hosting, Deployment

and Operations and Maintenance Support; Companies Plan to Explore Further Cooperation in Computing Power Expansion

HONG KONG, September 9, 2026 — Tianci International, Inc.

(Nasdaq: CIIT) (“CIIT” or the “Company”) today announced that the Company and its wholly owned subsidiary, Tianci

Group Holding Limited, have entered into a cryptocurrency mining machine hosting agreement with BTC Digital Ltd. (Nasdaq: BTCT) (“BTCT”).

Under the agreement, BTCT will provide hosting, installation and testing, and ongoing operations and maintenance services for the cryptocurrency

mining machines recently contracted for purchase by the Company, and will assist with connecting the equipment to its operating infrastructure

in the United States. Based on the operating performance of the initial batch of equipment, the parties also plan to evaluate additional

hosting capacity and opportunities for further technical and operational cooperation.

The Company recently disclosed in a Form 8-K filed with the U.S. Securities

and Exchange Commission that its wholly owned subsidiary had entered into a purchase agreement for cryptocurrency mining equipment and

plans to enter the cryptocurrency mining business to facilitate the settlement of trade operations carried on by the Company and its subsidiaries.

The hosting arrangement with BTCT builds upon the aforementioned equipment purchase and establishes a service framework for the deployment

and operation of the equipment following delivery. The relevant equipment remains subject to delivery, acceptance, transportation, installation,

and testing, and will be progressively deployed and placed into operation thereafter.

Under the hosting agreement, BTCT will provide services, including

hosting facilities, electricity, network connectivity, environmental controls, security, technical support, and installation and testing.

The parties will proceed with deployment based on equipment delivery and site conditions, with stable operations serving as the basis

for subsequent operational evaluation .

“Following the execution of the mining machine purchase agreement,

we immediately began preparations for hosting and deployment. Our initial priority in working with BTCT is to ensure that the equipment

is deployed smoothly and operates reliably, while using actual operating data to gain a clear understanding of hashrate, energy consumption

and costs. Once the initial batch of machines is operating reliably and has reached a stable level of performance, we look forward to

further expanding our hosting capacity and operations and maintenance cooperation with BTCT, while continuing to scale our hashrate deployment

toward higher capacity targets,” said Shufang Gao, Chief Executive Officer of CIIT.

Future Deployment and Expansion of Computing Capacity

To support the expansion of its mining operations, the Company plans

to deepen its cooperation with BTCT based on the existing hosting arrangement and to evaluate potential follow-on arrangements relating

to the deployment of additional mining machines, hosting capacity, equipment operations and maintenance, energy efficiency optimization,

and operational monitoring. The Company will also evaluate alternative hosting locations, power arrangements and cooperation models based

on its risk management needs in an effort to reduce the risks associated with excessive operational concentration. The foregoing target

is subject to market conditions, financing arrangements, availability of mining machines, site and power resources, regulatory requirements

and other operational conditions. Rated hashrate does not represent actual online hashrate, and the Company cannot guarantee the timing

of deployment or expansion, the ultimate scale of the operations, mining output or financial returns.

About Tianci International, Inc.

Tianci International Inc., through its subsidiary Roshing, provides

global logistics services, specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light

model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific Region, including

Japan, South Korea, and Vietnam.

1

Roshing’s mission is to provide customers with efficient, reliable,

and safe shipping services that create value. Beyond logistics, during the past twelve months, Roshing has initiated expansion into global

trade of minerals by sourcing high-grade minerals directly from resource-rich regions for resale. In addition, Roshing generates revenue

from the sale of electronic parts and business consulting services. The Company has also recently disclosed plans to expand into cryptocurrency

mining, further broadening its business portfolio and exploring opportunities in the digital asset and computing infrastructure sectors.For

more information, please visit Tianci’s website: tianci-ciit.com

About BTC Digital Ltd.

BTC Digital Ltd. (Nasdaq: BTCT) is incorporated in the Cayman Islands

and is a foreign private issuer with its principal executive offices in Singapore. According to its recent public filings, BTCT’s

operating entities conduct cryptocurrency mining operations in the United States and provide services that include the sale, leasing and

hosting of cryptocurrency mining machines.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

of applicable U.S. federal securities laws. Forward-looking statements include statements regarding the delivery, acceptance, deployment,

testing and operation of the equipment, the performance of hosting and operations and maintenance services to be provided by BTCT, the

parties’ plans to deepen their cooperation, and the Company’s plans to add mining machines and hosting capacity based on business

development and operational conditions, and to steadily increase its overall rated hashrate toward higher capacity levels.

These statements are based on management’s current expectations

and are subject to a number of risks and uncertainties, including risks relating to equipment delivery and performance, actual online

hashrate, electricity availability and energy costs, the quality and performance of hosting services, site capacity, market prices, mining

difficulty, financing and liquidity, cybersecurity, and changes in accounting, tax and regulatory requirements. Actual results may differ

materially from those anticipated in these forward-looking statements. The Company cannot guarantee that any deployment or expansion plans

will be completed on schedule or at all, or that the related business will generate the anticipated output or financial returns. Additional

risk factors are set forth in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Except

as required by applicable law, the Company undertakes no obligation to update any forward-looking statements.

Investor and Media Contact

Tianci International, Inc. Investor

Relations

Email: ir@rqscapital.com |

Website: tianci-ciit.com

2

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Sep. 09, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 09, 2026

Entity File Number

001-42591

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 1109, Lippo Sun Plaza

Entity Address, Address Line Two

28 Canton Road

Entity Address, Address Line Three

Tsim Sha Tsui

Entity Address, City or Town

Kowloon

Entity Address, Country

HK

Entity Address, Postal Zip Code

999077

City Area Code

852

Local Phone Number

266-21800

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

CIIT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

ISO 3166-1 alpha-2 country code.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCountry

Namespace Prefix:

dei_

Data Type:

dei:countryCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration