Tianci International, Inc.

For the period ended Feb 13, 2026. Filed Jan 13, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 13, 2026 · Filed Jan 13, 2026

CIIT$2.40+54.8%Stored close · as of Nov 6, 2026

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DEF 14A 1 tianci_def14a.htm DEFINITIVE PROXY STATEMENT

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Check the appropriate box:
Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

Tianci International, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Unit 1109, Lippo Sun Plaza, 28 Canton Road

Tsim Sha Tsui, Kowloon, Hong Kong 999077

Notice of Annual Meeting

and

Proxy Statement

Virtual Meeting to be held

on February 13, 2026,

at 8:00 a.m. Eastern Standard Time.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON FEBRUARY 13, 2026

TO THE STOCKHOLDERS:

Notice is hereby given that the 2026 annual meeting of stockholders of Tianci International, Inc., a Nevada corporation (the “Company”), will be held via live audio webcast at 8:00 a.m., EST, on February 13, 2026, for the following purposes:

1.	To elect seven individuals to the Board of Directors, each to serve until the annual meeting of stockholders to be held during the year ended July 31, 2027;
2.	To approve, by non-binding “say-on-pay” vote, the compensation of our named executive officers;
3.	To hold a non-binding “say-on-frequency” vote regarding the frequency of future advisory votes on the compensation of our named executive officers (every year, every two years, or every three years);
4.	To ratify the appointment of Bush & Associates cpa llc as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2026;
5.	To adopt and approve an amendment to our Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, to 2,000,000,000 from 100,000,000 (the “Authorized Shares Proposal”);
6.	To adopt and approve an amendment to our Articles of Incorporation to effect a reverse stock split of our issued shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-one-hundred (1:100), at any time prior to the one-year anniversary date of the Annual Meeting, with the exact ratio to be determined by the Board of Directors without further approval or authorization of our stockholders (the “Reverse Split Proposal”;
7.	To authorize the Board of Directors to sell up to 30,000 shares of Series C Preferred Stock to RQS Capital for an aggregate price of $30,000, with each share of Series C Preferred Stock being convertible into 100 shares of the Company’s common stock; and
8.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

The Board of Directors has fixed the close of business on January 9, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to vote at this meeting or any adjourned meeting. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof.

The Company is using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Company’s Proxy Statement, Annual Report on Form 10-K, and form of Proxy, as well as providing access to those proxy materials on a publicly accessible website. The Company’s Proxy Statement, Annual Report on Form 10-K, form of Proxy, and the other Annual Meeting materials are available on the internet at: www.proxyvote.com****. The Notice contains a control number that you will need in order to attend the meeting or to submit a proxy to vote your shares.

Your vote is important. We urge you to submit your proxy over the internet or by mail, whether or not you plan to attend the meeting in person. For specific instructions, please refer to “Procedural Matters” beginning on the first page of the proxy statement and the instructions on the proxy card relating to the annual meeting. We would appreciate receiving your proxy at your earliest convenience.

By Order of the Board of Directors

Shufang Gao

CEO

Kowloon, Hong Kong

January 16, 2026

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.