Form 8-K

8-K — Tianci International, Inc.

Accession: 0001683168-26-006698

Filed: 2026-08-24

Period: 2026-08-21

CIK: 0001557798

SIC: 3576 (COMPUTER COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tianci_8k.htm (Primary)

EX-10.1 — EQUIPMENT PROCUREMENT AGREEMENT (tianci_ex1001.htm)

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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): August 21, 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 1.01 Entry Into a Material Definitive Agreement

On August 21, 2026 Tianci Group Holding Limited (“Tianci

Group”), a wholly owned subsidiary of Tianci International, Inc., entered into an Equipment Procurement Agreement dated that

date (the “Agreement”) with McQueen Tech Co., Limited, an entity located in Hong Kong (“McQueen”). The Agreement

provides for the sale by McQueen to Tianci Group US$500,000 of Model S21 XP cryptocurrency mining equipment manufactured by Bitmain. The

Agreement further states that, without additional consideration, McQueen will assist Tianci Group in identifying suitable machine hosting

locations and will provide advisory services for deployment and operation of the equipment.

The Agreement provides that, on or before August

31, 2026, Tianci Group will pay US$250,000 to a bank account designated by McQueen, and that Tianci Group will pay the remaining portion

of the purchase price upon its completion of inspection of the delivered equipment.

The Agreement states that Tianci Group plans to

enter the cryptocurrency mining business to facilitate the settlement of mining trade operations carried on by Tianci International, Inc.

and its subsidiaries.

Item 9.01

Financial Statements and Exhibits

Exhibits

10.1

Equipment Procurement Agreement between Tianci Group Holding Limited and McQueen Tech Co., Limited dated August 21, 2026 (translation)

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: August 24, 2026

By:

/s/ Shufang Gao

Shufang Gao, CEO

EX-10.1 — EQUIPMENT PROCUREMENT AGREEMENT

EX-10.1

Filename: tianci_ex1001.htm · Sequence: 2

Exhibit 10.1

Equipment Procurement

Agreement

Contract Number: TiVsMc20260821

Signatory Location: Hong Kong Special Administrative

Region, China;

Date of Signing: August 21, 2026

Signatory

Location: Hong Kong Special Administrative Region, China;

Date of Signing: August 21, 2026

Party A (Buyer): Tianci Group Holding Limited

Address: 306 Victoria House, Victoria, Mahé,

Seychelles

Contact: Mr. Yip

Email: pd.ye@rqscapital.com

Party B (Seller): McQueen Tech Co., Limited

(Registration No.: 77402100)

Address: Flat 3J, Block B, 14F, HANG WAI INDUSTRIAL

CENTRE, 6 Kin Tai Street, Tuen Mun, Hong Kong

Contact: Mr. Fu

Email: darwin.fu@outlook.com

Article 1: Background and Purpose of the Agreement

1.1 Party A is a wholly-owned subsidiary of the

NASDAQ-listed company Tianci International Inc (Stock Code: CIIT) and plans to enter the cryptocurrency mining business to facilitate

the settlement of the Group's mining trade operations.

1.2 Party B is a professional company specializing

in the trade and technical services for blockchain, cryptocurrencies, and mining equipment, possessing specialized industry knowledge,

extensive market resources, and rich operational experience.

1.3 To support Party A's strategic transformation,

Party A intends to purchase a batch of cryptocurrency mining equipment from Party B, with the transaction consideration to be paid in

cash.

1.4 This Agreement is intended to specify the

terms governing the procurement, delivery, and payment of the equipment, as well as the rights and obligations of both parties during

the course of their cooperation.

Article 2: Detailed List of Procured Equipment

2.1 The specific details of the mining equipment

sold by Party B to Party A are as follows:

vender

model

technical specifications

unit-price(USD))

quantity

subtotal(USD))

BITMAIN

S21 XP

270T

4000

125

500,000.00

amount to

500,000.00

2.2 Party B guarantees that it holds full, lawful,

and undisputed ownership of all equipment under this Agreement and has the right to dispose of such equipment. The equipment was originally

manufactured by Bitmain, is free from any title defects, and is covered by the warranty policy.

2.3 The price of the aforementioned equipment

is inclusive of tax; Party B shall bear all risks and expenses prior to the transfer of ownership, including import customs clearance

and customs duties. Party B shall arrange for the transportation, installation, and other commissioning services for the equipment on

behalf of Party A; Party B shall charge Party A separately for the actual costs incurred thereunder.

Article 3: Consideration and Method of Payment

3.1 The total consideration for Party A's purchase

of the equipment listed in Article 2 of this Agreement shall be USD 500,000.00.

3.2 Party A shall pay 50% of the equipment purchase

price to the bank account designated by Party B within 10 calendar days after the signing of this Agreement; the remaining balance shall

be paid within 3 calendar days after the equipment is transported to the delivery location designated by Party A and upon completion of

the acceptance inspection.

3.3 Should Party A fail to make payment by the

due date, Party A shall pay Party B a liquidated damages amount equal to 0.05% of the overdue amount for each day of delay.

Article 4: Equipment Delivery, Risk Transfer and

Guarantee

4.1 Delivery and Risk Transfer:

The ownership of Equipment A shall be transferred

from Party B to Party A as of the date on which Party A completes the equipment acceptance inspection. From that date onward, all risks

arising from the damage or loss of the equipment shall be borne by Party A.

Unless otherwise agreed in this Contract, if the

machinery and equipment under this Contract remain under the custody of Party B prior to their formal commissioning and operation, Party

B shall exercise its duty of care in the custody of such equipment; otherwise, Party B shall bear all risks arising from any damage or

loss of the equipment. All costs incurred by Party B in connection with the custody of the equipment shall be borne solely by Party B.

4.2 Equipment Warranty:

Party B guarantees that the equipment complies

with the performance and specifications listed in its product documentation; the quality of the equipment shall conform to the manufacturer's

standards.

B Warranty: Refer to the warranty policy provided

by the manufacturer for S21 XP series devices.

The seller shall assist the buyer in contacting

the manufacturer to arrange for repairs.

Article 5: Other Commitments of Party B

5.1 Party B hereby undertakes to provide Party

A with the following advisory and support services:

Provide valuable market trading information and

opportunities for mining equipment.

Leveraging its North American resources, we will

assist the client in identifying suitable mining machine hosting locations and provide the necessary industry-specific consulting and

advisory services for deployment and operations.

5.2 Party B shall fulfill the aforementioned service

commitments with reasonable commercial effort; however, Party A understands and agrees that the identification of machine parking spots,

market opportunities, and other matters are subject to various external factors, and therefore Party B makes no warranty as to the achievement

of any specific outcome.

Article 6: Statements and Representations by Each

Party

6.1 Joint Guarantee by Both Parties:

All parties A are legally established and validly

existing legal entities, and they possess the right and authority to enter into and perform this Agreement.

The signing and performance of this Agreement

do not violate any binding laws, regulations, judgments, contracts or the Articles of Association.

6.2 Party B's Additional Guarantees:

A holds clear and undisputed ownership of the

equipment it has sold.

The relevant advisory opinions provided by B shall

be based on its professional expertise and experience and shall comply with general industry standards.

Article 7: Legal Compliance

7.1 Anti-Money Laundering and KYC: Both parties

undertake to comply with U.S. anti-money laundering laws and regulations. The parties shall cooperate with each other in completing the

necessary "Know Your Customer" (KYC) procedures.

7.2 Taxation: Each Party shall bear and pay all

taxes that it is required to pay under this Agreement and under applicable law.

Article 8: Liability Limitation

8.1 Except for losses resulting from intentional

acts or gross negligence, the aggregate indemnity liability of either Party under this Agreement shall not exceed the total consideration

for the Equipment under this Agreement, namely USD 500,000.00.

8.2 Under no circumstances shall either Party

be liable for any indirect losses, incidental losses, loss of profit or data loss incurred by the other Party.

Article 9: Confidentiality Clause

Both parties shall be bound by a confidentiality

obligation regarding any undisclosed information learned during the negotiation and performance of this Agreement; such information shall

not be disclosed to any third party without the prior written consent of the other party. This confidentiality obligation shall remain

in effect for five years after the termination of this Agreement.

Article 10: Force Majeure

10.1 Where performance of the obligations is impossible

due to force majeure, the affected party shall promptly notify the other party.

10.2 The affected party may be partially or fully

exempted from liability.

Article 11 – Dispute Resolution

11.1 The conclusion, validity, interpretation,

performance and resolution of any dispute under this Agreement shall be governed by the laws of Hong Kong. Any dispute arising hereunder

shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration, with the arbitration conducted in Chinese

and English.

11.2 Any dispute arising out of or in connection

with this Agreement shall first be resolved through good-faith negotiation between the Parties. Should such negotiation prove unsuccessful,

either Party may submit the dispute to the Hong Kong International Arbitration Centre (HKIAC) for arbitration in accordance with its then-effective

arbitration rules. The arbitral award shall be final and binding upon both Parties. The arbitration shall be conducted in both Chinese

and English.

Article 12 – Other Clauses

12.1 Complete Agreement: This Agreement constitutes

the complete agreement between the Parties regarding the subject matter hereof and supersedes all prior oral or written communications,

statements or agreements.

12.2 Amendment: Any amendment or supplement to

this Agreement shall be made in writing and signed and sealed by the authorized representatives of both Parties.

12.3 Notice: Any notice shall be deemed effectively

served when sent in writing (including by email) to the address specified at the beginning of this Agreement.

12.4 Severability: If any provision of this Agreement

is declared invalid or unenforceable by a competent court or arbitration institution, such declaration shall not affect the validity of

the remaining provisions.

12.5 Effective Date: This Agreement shall come

into force on the date it is formally signed by the authorized representatives of both Parties and bears the official corporate seal of

each Party.

The following page contains no text; the next

page is the signature and seal page!

Party A (Seal): Tianci Group Holding Limited

Authorized Representative (Signature): _______________

Date: _______________

Party B (Signature/Seal): McQueen Tech Co., Limited

Authorized Representative (Signature): _______________Date:

_______________

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