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Tianci International, Inc.

CIK: 1557798 Filed: April 11, 2025 424B4

Offer Facts

Ticker
CIIT
Exchange
Nasdaq Capital Market
Offer Price
$4.00
Shares Offered
1,750,000
Estimated Proceeds
$7.0M
Underwriters

Led by American Trust Investment Services, Inc.

Key Highlights

  • Global logistics middleman specializing in ocean freight brokerage
  • Transitioned from OTC Pink Market to Nasdaq Capital Market
  • Profitable business model generating $1.1 million in net profit
  • Established industry experience with over 20 years of leadership

Risk Factors

  • High customer concentration with two clients accounting for 70% of revenue
  • Lack of insurance coverage for fire, theft, or product liability
  • Significant shareholder dilution upon IPO
  • Controlled company status with CEO holding 61% of voting power

Financial Metrics

$15.5 million
Revenue ( F Y 2024)
$1.1 million
Net Profit ( F Y 2024)
$4.00 per share
Offering Price
70% of total revenue
Customer Concentration ( Top 2)

IPO Analysis

Tianci International, Inc. IPO - What You Need to Know

Thinking about the Tianci International IPO? Before you invest your hard-earned money, look past the hype. Here is a plain-English breakdown of the company and what you should consider before you buy.

1. What does this company actually do?

Tianci International acts as a global logistics middleman. Through its subsidiary, Roshing, the company arranges ocean freight. They book space on cargo ships for businesses moving goods worldwide.

Think of them as a travel agent for shipping containers. They do not own the ships. Instead, they use industry connections to find space on vessels, plan routes, and track cargo. While they also resell electronic parts and provide technical consulting, logistics is their primary business.

2. Important: You aren't buying the "ships"

You are buying shares in a Nevada holding company. This company does not perform the work itself; it owns a subsidiary in Hong Kong that handles operations. You do not own a direct piece of the Hong Kong business. If legal or political rules change in Hong Kong, your investment could suffer, even if the business runs smoothly.

3. The Details

  • Ticker Symbol: CIIT
  • Exchange: Nasdaq Capital Market
  • Offering Price: $4.00 per share
  • Status: Began trading on April 10, 2025 (previously traded on the "OTC Pink Market," a less regulated, riskier marketplace).

4. What are the main risks?

The company’s own filings highlight several "red flags" you should know:

  • Concentrated Customers: The company relies on a tiny group of clients. For the year ending June 30, 2024, two customers provided 43% and 27% of total revenue. Losing one or two big clients would significantly hurt their income.
  • No Safety Net: The company carries no standard insurance for fire, theft, or product liability. If something goes wrong, they may lack the coverage to pay for it.
  • "Penny Stock" Status: Because the share price is low, the stock is subject to "penny stock" rules. This can make buying and selling more difficult than with larger companies.
  • Controlled Company Status: CEO Shufang Gao holds over 61% of the voting power. He makes the decisions, and the company is exempt from many corporate governance rules that protect shareholders.
  • Dilution: Buying now means you face "immediate and substantial dilution." The company is issuing more shares, which reduces your ownership percentage. The value of your shares is immediately lower than the $4.00 offering price.
  • Volatility: The company warns that the stock price will likely be jumpy, which could lead to losses. They do not plan to pay dividends, so you rely entirely on the stock price rising to make money.

5. How do they make money?

They act as a middleman, chartering shipping space and selling it at a markup. For the year ending June 30, 2024, the company generated $15.5 million in revenue and $1.1 million in profit. Their profit depends on weather, global shipping demand, inflation, and interest rates. If the economy slows or shipping costs spike, their profit could vanish.

6. Who’s running the company?

The CEO has over 20 years of experience, but the company has a short track record and replaced its entire leadership team in 2021. Because the business relies on the CEO’s personal network, his departure could threaten the company’s survival.

7. Don't get caught up in the hype

The price on your brokerage app may differ from the $4.00 offering price. Don't let "FOMO" (Fear Of Missing Out) drive your decision.

Disclaimer: I am an AI, not a financial advisor. IPOs are notoriously volatile. Always read the company’s official "Prospectus" before investing, and never invest money you cannot afford to lose.

Company Profile

From the SEC filing

Tianci International, Inc. operates as a global logistics middleman, primarily facilitating ocean freight through its Hong Kong-based subsidiary, Roshing. The company functions as a 'travel agent' for shipping containers, leveraging industry connections to book cargo space, plan routes, and track shipments for businesses worldwide. While the company also engages in the resale of electronic parts and provides technical consulting, its core revenue stream is derived from chartering shipping space and selling it at a markup. The company does not own its own fleet of ships, instead relying on its network to manage logistics operations. As a Nevada holding company, Tianci International manages its international operations through its subsidiary, making the business model sensitive to global shipping demand, interest rates, and the regulatory environment in Hong Kong.

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Document Information

Analysis Processed

June 18, 2026 at 03:15 AM

Important Disclaimer

This AI-generated analysis is for informational purposes only and does not constitute financial or investment advice. Always consult with qualified professionals and conduct your own research before making investment decisions.