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As filed with the Securities and Exchange Commission on June 102, ~~2024.~~2026

Registration No. 333-~~[*]~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE SECURITIES ACT OF 1933~~

UNDER

THE SECURITIES ACT OF 1933

TIANCI INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	4731	45-5540446
(State or jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
incorporation or organization)	Classification Code Number)	Identification No.)

Unit B1109,~~10/F.,~~ ~~Ritz~~Lippo ~~Plaza,~~Sun ~~No.122 Austin Road, Tsim Sha Tsui,~~ Plaza

~~Kowloon~~28 Canton Road, ~~Hong~~ ~~Kong~~Tsim ~~999077~~Sha Tsui,

Kowloon, ~~Tel:~~Hong ~~852-22510781~~Kong

~~(Address,~~Tel: +852 ~~including zip code, and telephone number, including area code of registrant’s principal executive offices)~~26621800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Northwest Registered Agent, LLC.

401 Ryland Street, Suite 200-A

Reno, NV, 89502, USA

Tel: +1 509-768-2249

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~Copies~~With a Copy to:

~~Anthony~~William WS. ~~Basch~~Rosenstadt, Esq. ~~Alexander~~Mengyi W.“Jason” ~~Powell Jr.~~Ye, Esq. ~~Kaufman~~Yarona ~~& Canoles P~~L.C. ~~Two James Center~~Yieh, ~~14th~~Esq. ~~Floor~~Ortoli ~~1021~~Rosenstadt ~~East~~LLP ~~Cary~~366 ~~Street~~Madison ~~Richmond~~Avenue, ~~Virginia~~3rd ~~23219~~Floor ~~Tel:~~New +1York, ~~(804)~~NY ~~771~~10017 212-~~5700~~588-0022 ~~Michael A~~M. ~~Hedge,~~Ali ~~Esq.~~Panjwani ~~Hillary~~Pryor ~~O’Rourke,~~Cashman ~~Esq. K&L Gates~~ LLP 17 ~~Park~~Times ~~Plaza,~~Square ~~Twelfth~~New ~~Floor Irvine~~York, ~~California~~NY ~~92614~~10036 ~~Telephone~~Tel: (~~949~~212) ~~253~~421-~~090~~4100

Approximate date of commencement of proposed sale to the public: As soon as practicable ~~and~~after ~~from~~the ~~time~~effective todate ~~time~~of ~~after~~ this ~~Registration~~registration ~~Statement is declared effective~~statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 137(a)(2)(B) of the ~~Exchange~~ Securities Act. ☐

The registrant hereby amends this ~~Registration~~registration statement ~~Statement~~ on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until ~~this~~the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This registration statement contains two prospectuses, as set forth below.

	·	Public Offering Prospectus. A prospectus to be used for the public offering (the “Public Offering Prospectus”) of up to [●] shares of common stock, par value $0.0001 per share, of Tianci International, Inc. (the “Company”), with such shares to be sold in a firm commitment underwritten offering through the underwriter named on the cover page of the Public Offering Prospectus.
	·	Resale Prospectus. A prospectus to be used for the resale by the selling stockholders (the “Selling Stockholders” set forth in the section of the resale prospectus (the “Resale Prospectus”) entitled “Selling Stockholders” of an aggregate of [●] shares of common stock.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

· they contain different outside and inside front covers and back covers; · they contain different “Offering” sections in the “Prospectus Summary” section beginning on page 1; · they contain different “Use of Proceeds” sections on page 43; · the “Capitalization” and “Dilution” sections from the Public Offering Prospectus are deleted from the Resale Prospectus; · a “Selling Stockholders” section is included in the Resale Prospectus; · the “Underwriting” section from the Public Offering Prospectus is deleted from the Resale Prospectus and a “Selling Stockholder Plan of Distribution” is inserted in its place in the Resale Prospectus; and · the “Legal Matters” section in the Resale Prospectus on page R-18 deletes the reference to counsel for the underwriter.

The Company has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for public offering by the Company. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages, and such other changes as may be necessary to clarify references to the public offering or the resale offering and will be used for the resale offering by the Selling Stockholders.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED JUNE 102, ~~2024~~2026

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PRELIMINARY PROSPECTUS

TIANCI INTERNATIONAL, INC.

~~[●]~~Up ~~shares~~to 4,800,000 Units, Each Unit Consisting of ~~common~~One ~~stock~~Share of Common Stock and One Common Warrant to Purchase One Share of Common Stock

WeUp ~~are offering~~ to ~~sell~~ ~~[●]~~4,800,000 ~~shares~~Pre-Funded ~~of our common stock~~Units, ~~$0.0001~~Each ~~par~~Pre-Funded Unit ~~value~~Consisting ~~per~~of ~~share,~~One inPre-Funded aWarrant ~~firm~~to ~~commitment~~Purchase ~~underwritten~~One ~~offering~~Share ~~(the “Underwritten~~of ~~Offering”).~~Common WeStock ~~currently~~and ~~estimate~~One ~~that~~Common ~~the~~Warrant ~~public~~to ~~offering~~Purchase ~~price~~One ~~will~~Share beof ~~between $[●] and $[●]~~Common ~~per share.~~Stock

~~Our~~Up ~~common~~to ~~stock is currently traded on the OTC Pink Market under the symbol “CIIT.” On [●]~~240,000 ~~the~~Placement ~~last~~Agent ~~reported~~Warrants ~~sale~~to ~~price~~Purchase One ~~for~~Share ~~our~~of ~~common~~Common ~~stock was $[●] per share.~~Stock

WeUp ~~intend~~ to ~~apply to~~4,800,000 ~~list~~Shares ~~our common stock on the Nasdaq Capital Market under the symbol “CIIT”. No assurance can be given that our application will be approved or that the trading prices~~ of ~~our~~Common ~~common~~Stock ~~stock on the OTC Pink Market will be indicative of the prices~~underlying ~~of our common stock if our common stock were traded on~~ the ~~Nasdaq~~Pre-Funded Capital Market. If our application is not approved, the offering will not be completed. The offering (including both “Underwritten Offering” and “Resale Offering” as defined below) is contingent upon final approval of the listing of our common stock on the Nasdaq Capital Market.Warrants

~~The~~Up ~~offering~~to ~~price of our shares of common stock in the Underwritten Offering will be determined between the underwriter and us at the time of pricing~~4, ~~considering our historical performance and capital structure~~800,000 ~~prevailing~~Shares ~~market conditions, and overall assessment~~ of ~~our~~Common ~~business,~~Stock ~~and may be at~~underlying ~~a discount to~~ the ~~current~~Common market price. Therefore, the recent market price of our common stock and the public offering price of the common stock used throughout this prospectus may not be indicative of the actual public offering price for the shares of common stock.Warrants

Up to 240,000 Shares of Common Stock underlying the Placement Agent Warrants

We are offering on a reasonable best efforts basis up to 4,800,000 units (the “Units”), each consisting of one share of common stock, $0.0001 par value per share, of Tianci International, Inc. (“Tianci”, the “Company”, “we”, “our”, “us”), together with one warrant (each a “Common Warrant”), each to purchase up to one share of common stock, at an assumed offering price of US$1.25 per Unit, which is the last reported sale price of our common stock as reported on the Nasdaq Capital Market on May 28, 2026. The Units have no stand-alone rights and will not be certified or issued as stand-alone securities.

We are also offering pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (i) one pre-funded warrant (each a “Pre-Funded Warrant”) to purchase one share of common stock and (ii) one Common Warrant, to those purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold in this offering, minus $0.001. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit we sell (without regard to any limitation on exercise set forth therein), the number of Units we are offering will be decreased on a one-for-one basis. The Pre-Funded Units have no stand-alone rights and will not be certified or issued as stand-alone securities.

Each Common Warrant will entitle the holder to purchase one share of common stock at an assumed exercise price of $1.25 (representing 100% of the assumed offering price of $1.25 per unit, the last reported sale price of our common stock as reported on The Nasdaq Capital Market on May 28, 2026) and expire three (3) years from date of issuance. A holder of a Common Warrant may not exercise any portion of a Common Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common stock after exercise, as such ownership percentage is determined in accordance with the terms of the Common Warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. A holder of Common Warrants may, at any time following the closing of this offering and in its sole discretion, exercise its Common Warrants in whole. See “Description of Capital Stock and Securities we are Offering” on page 33 of this prospectus for more information regarding the terms of the Common Warrants.

The common stock and Pre-Funded Warrants, as the case may be, can each be purchased in this offering only with the accompanying Common Warrants that are part of a Unit or Pre-Funded Unit, but the Units and the Pre-Funded Units have no stand-alone rights and will not be certified, and the components of the Units or the Pre-Funded Units will be immediately separable and will be issued separately in this offering. Pursuant to the registration statement of which this prospectus forms a part, we are also registering the shares of common stock issuable upon exercise of the Common Warrants and Pre-Funded Warrants included in the Units and Pre-funded units offered hereby.

Our common stock is listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “CIIT”. On May 28, 2026, the last reported sales price of our common stock on Nasdaq was US$1.25 per share. The trading price of our common stock has been, and may continue to be, subject to wide price fluctuations in response to various factors, many of which are beyond our control, including those described in “Risk Factors.” There is no established trading market for the Common Warrants or Pre-Funded Warrants, and we do not expect an active trading market to develop. We do not intend to list the Common Warrants or Pre-Funded Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of the Common Warrants will be limited.

On October 29, 2025, we received written notice from the Listing Qualifications Department of Nasdaq, notifying us that for the preceding 30 consecutive business days before October 29, 2025, our common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). Therefore, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until April 27, 2026 (the “Compliance Date”), to regain compliance with the Minimum Bid Price Requirement. On March 6, 2026, pursuant to the authority granted by the Company’s stockholders at the annual meeting of the Company’s stockholders held on February 13, 2026, the board of directors approved a reverse stock split of our common stock at a ratio of 1-for-7 (the “Reverse Stock Split”). The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on March 20, 2026, prior to the effectiveness of the registration statement of which this prospectus forms a part. Other than our historical financial statements and notes thereto incorporated by reference herein, and except where otherwise noted, all references to our common stock presented in this prospectus have been adjusted to give retroactive effect to the Reverse Stock Split. On April 6, 2026, the Company has received written notification from the Listing Qualifications Department of the Nasdaq confirming that the Company has regained compliance with the Minimum Bid Price Requirement because the closing bid price of our common stock had been $1.00 per share or greater for 10 consecutive business days prior to such letter. The Company had previously not been in compliance with the Minimum Bid Price Requirement for the preceding 30 consecutive business days before October 29, 2025. For more information on the Company’s regained compliance with the Minimum Bid Price Requirement, see the Current Reports on Form 8-K filed by the Company with the SEC on April 7, 2026, March 17, 2026, and October 30, 2025.

The offering price for the Units in this offering will be determined at the time of pricing, and may be at a discount to the current market price at the time. The actual offering price per Pre-Funded Unit to investors in this offering will be equal to the offering price per Unit minus $0.001. Therefore, the assumed offering price used throughout this prospectus may not be indicative of the final offering price. The final offering price will be determined through negotiation between us, the Placement Agent (defined below) and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

The securities will be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than two trading days following the commencement of sales in this offering and we will deliver all securities to be issued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

The issuance of such Units and Pre-Funded Units will result in the issuance, in the aggregate, of 20% or more of the Company’s outstanding common stock or voting power immediately following the closing of the transaction. Accordingly, the Company has determined that, for purposes of complying with Nasdaq Listing Rule 5635(d), stockholder approval is required in connection with the issuance of such securities. The Company obtained the requisite stockholder approval for purposes of Nasdaq Listing Rule 5635(d) on April 10, 2026, which the holders of an aggregate of 2,347,615 shares of the Company’s common stock, representing approximately 64.87% of the overall voting power of the Company, executed a written consent in lieu of a meeting, giving such requisite stockholder approval for purposes of Nasdaq Listing Rule 5635(d). Pursuant to rules adopted by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an Information Statement on Schedule 14C (the “Information Statement”) describing the Actions will be filed with the SEC and mailed to the Company’s stockholders. None of the Actions may become effective earlier than 20 calendar days following the mailing of the Information Statement.

~~INVESTING~~Any INproceeds ~~OUR~~from ~~COMMON STOCK~~the ISsale ~~SPECULATIVE~~of ~~AND~~Units ~~INVOLVES~~and APre-Funded Warrants ~~HIGH~~offered ~~DEGREE~~by OFus ~~RISK.~~will ~~BEFORE~~be ~~MAKING~~available ~~ANY~~for ~~INVESTMENT~~our ~~DECISION~~immediate use, ~~YOU~~despite ~~SHOULD~~uncertainty ~~CAREFULLY~~about ~~REVIEW~~whether ~~AND~~we ~~CONSIDER ALL~~would ~~THE~~be ~~INFORMATION~~able INto ~~THIS~~use ~~PROSPECTUS,~~such ~~INCLUDING~~funds ~~THE~~to effectively ~~RISKS~~implement ~~AND~~our ~~UNCERTAINTIES~~business ~~DESCRIBED~~plan. ~~UNDER~~See “~~RISK~~Risk ~~FACTORS~~Factors” ~~BEGINNING~~on ~~ON PAGE~~page 17 in this prospectus for more information.

~~Tianci~~Investing ~~International, Inc.~~in ~~is a holding company incorporated under the laws of the State of Nevada with operations conducted by~~ our ~~subsidiary~~securities ~~based~~involves ina ~~Hong~~high ~~Kong.~~degree ~~This is an offering~~ of ~~the common stock of the Nevada holding company, which does not conduct operations~~risks. ~~You~~See ~~are not investing in Roshing International Co., Limited,~~ the ~~Hong~~section ~~Kong~~of ~~operating~~this ~~company,~~prospectus ~~and~~entitled ~~may never hold equity in our Hong Kong operating subsidiary. Our structure involves unique risks to investors. See~~ “Risk Factors ~~— Risks Related to Doing Business in Hong Kong~~” ~~Unless~~beginning ~~the~~on ~~context provides otherwise, references in this registration statement to “we,” “us,”~~page ~~“our~~17 ~~company,”~~of ~~“our,” “~~the ~~Company” and “Tianci” refers to Tianci International, Inc~~prospectus.~~, “Tianci~~ ~~Seychelles”~~You ~~refers~~should tocarefully ~~Tianci~~consider ~~Group~~these ~~Holding~~risk ~~Limited~~factors, aas ~~limited~~well ~~company~~as ~~organized under~~ the ~~laws~~information ofcontained ~~Seychelles~~in ~~and~~this ~~a wholly~~prospectus ~~owned subsidiary of Tianci, “RQS United” refers RQS United Group Limited, a company organized under the laws of the Republic of Seychelles~~ and ~~a wholly owned subsidiary of Tianci. “Roshing” refers to Roshing International Co., Limited, a~~in ~~company organized under~~ the ~~laws~~documents ofincorporated ~~Hong~~by ~~Kong.~~reference ~~See~~into ~~“Commonly~~this ~~Used Defined Terms” on page vii herein. Investors would be purchasing interests in Tianci International~~prospectus, ~~Inc.,~~before ayou ~~Nevada company~~invest.

WeTianci ~~have~~International, ~~established~~Inc. ~~controls and~~is ~~procedures~~a ~~for~~holding ~~cash~~company ~~flows~~incorporated ~~within~~under ~~our~~the ~~organization.~~laws ~~Our~~of ~~management team manages and supervises~~ the ~~transfers~~State of ~~funds~~Nevada ~~among~~with ~~Tianci~~operations ~~and~~conducted by its ~~subsidiaries~~subsidiary ~~under~~based ~~the~~in ~~Cash~~Hong ~~Flow~~Kong. ~~Management~~This ~~Policy,~~is an ~~internal~~offering ~~policy~~of ~~adopted~~the bysecurities ~~Tianci.~~of ~~Under~~the ~~this~~Nevada ~~policy~~holding company, ~~Tianci~~which ~~focuses~~does onnot ~~revenue~~conduct ~~management,~~operations. ~~cost~~You ~~control,~~are ~~working~~not ~~capital~~investing ~~management~~in Roshing International Co., ~~implementing~~Limited, ~~financial~~the ~~strategies~~Hong Kong operating entity, and ~~fulfilling~~may ~~compliance~~never ~~reporting~~hold ~~duties.~~equity in our Hong Kong operating subsidiary. Our ~~management~~structure ~~team~~involves ~~closely~~unique ~~monitors~~risks ~~cash~~to ~~transfers~~investors. See ~~within~~“Risk ~~our~~Factors – ~~organization~~Risks ~~and~~Related ~~prepares~~to ~~monthly~~Doing ~~reports~~Business ~~and~~in ~~annual~~Hong ~~budget~~Kong” ~~plans.~~in ~~Each transfer~~our ofAnnual ~~cash~~Report ~~between~~on ~~Tianci~~Form 10-K for the fiscal year ended July 31, ~~and~~2025 as ~~its~~well ~~subsidiaries~~as isany ~~also~~amendment ~~subject~~or update to ~~internal~~our ~~reporting~~risk ~~and~~factors ~~approval~~reflected ~~processes~~in bysubsequent ~~reference~~filings towith ~~such~~the SEC for risks associated with business ~~policy.~~operations Inin ~~addition,~~jurisdictions ~~cash~~where ~~transfers~~our ~~between~~subsidiary ~~Tianci~~operate, ~~its~~and ~~subsidiaries,~~“Risk orFactors ~~investors~~- ~~shall~~Risks ~~follow~~Related ~~the~~to ~~applicable~~our ~~Hong~~Securities and ~~Kong~~the ~~laws~~Offering” ~~and~~for ~~regulations. See~~risks ~~also~~associated ~~“Prospectus~~with ~~Summary—Cash~~this ~~Flows~~offering ~~through~~in ~~Our~~this ~~Organization~~registration statement.”

WeUnless ~~and~~the context ~~our~~provides ~~subsidiaries~~otherwise, ~~face~~references ~~various~~in ~~legal~~this ~~and~~registration ~~operational risks~~statement ~~and~~to ~~uncertainties~~“we,” ~~associated~~“us,” ~~with~~“our ~~being based~~company,” “our,” or“the ~~having~~Company” ~~all~~and ~~our~~“Tianci” ~~operations,~~refers into ~~Hong~~Tianci ~~Kong. Our subsidiary~~International, ~~Roshing~~Inc., is“Tianci ~~headquartered~~Seychelles” inrefers ~~Hong~~to ~~Kong~~Tianci ~~with~~Group noHolding ~~operations~~Limited, ina ~~mainland~~limited ~~China.~~company ~~Since~~organized ~~only~~under ~~few~~the laws of ~~Roshing’s~~Seychelles ~~customers~~and ~~are~~a ~~mainland~~wholly ~~China~~owned ~~residents~~subsidiary of Tianci, “RQS weUnited” ~~and~~refers ~~our subsidiaries~~RQS ~~should~~United ~~not~~Group ~~become~~Limited, ~~subject~~a tocompany ~~certain~~organized under the laws of the ~~People’s~~ Republic of ~~China~~Seychelles ~~(“China”~~and ora ~~the “PRC”)~~wholly ~~and~~owned ~~related~~subsidiary ~~regulations~~of asTianci, ~~they~~“Roshing” ~~continue~~refers to ~~evolve,~~Roshing ~~and~~International weCo., ~~and~~Limited, ~~our~~a ~~subsidiaries~~company ~~will~~organized ~~not~~under ~~face~~the ~~uncertainties~~laws asof Hong toKong. ~~whether~~See ~~and~~“Commonly ~~how~~Used ~~the recent~~Defined ~~PRC~~Terms” ~~government~~on ~~statements~~page ~~and~~1 herein. ~~regulatory~~Investors ~~developments,~~would ~~such~~be aspurchasing ~~those~~interests ~~relating~~in toTianci ~~data and cyberspace security~~International, ~~and anti-monopoly concerns~~Inc., ~~would~~a ~~not~~Nevada ~~apply to us and our subsidiaries~~company.

We ~~are~~have ~~aware~~established ~~that~~controls ~~PRC~~and ~~government~~procedures ~~may intervene or influence the Hong~~for ~~Kong~~cash ~~operations~~flows ofwithin ~~an offshore holding company, such as those of~~ our ~~subsidiaries, at any time~~organization. ~~These~~Our ~~risks,~~management ~~together~~team ~~with~~manages ~~uncertainties in~~and supervises the ~~legal~~transfers ~~system~~ of ~~Mainland~~funds ~~China~~among ~~and~~Tianci ~~the interpretation~~ and ~~enforcement~~its ofsubsidiaries under ~~PRC~~the ~~laws,~~Cash ~~regulations,~~Flow ~~and~~Management ~~policies~~Policy, ~~could~~an ~~hinder~~internal ~~our ability~~policy toadopted ~~offer~~by orTianci. ~~continue~~Under tothis ~~offer the common stock~~policy, ~~result~~Tianci infocuses aon ~~material~~revenue ~~adverse change to Roshing’s business operations~~management, ~~and~~ ~~damage~~cost ~~our reputation~~control, ~~which~~working ~~could~~capital ~~cause~~management, ~~the~~implementing ~~common~~financial ~~stock~~strategies, toand ~~significantly~~fulfilling ~~decline~~compliance inreporting ~~value or become worthless~~duties. ~~For~~Our ~~a detailed description~~management ofteam ~~risks~~closely ~~relating~~monitors tocash ~~the~~transfers ~~potential~~within ~~impact~~our oforganization ~~PRC laws~~ and ~~regulations~~prepares onmonthly ~~Roshing’s~~reports ~~business~~and ~~operations, see~~annual ~~“Risk~~budget ~~Factors — All our operations are in Hong Kong~~plans. ~~However,~~Each ~~due~~transfer toof ~~the~~cash between ~~long~~Tianci ~~arm provisions under the current PRC laws~~ and ~~regulations,~~its ~~the~~subsidiaries ~~Chinese~~is ~~government~~also ~~may~~subject ~~exercise~~to ~~significant~~internal ~~oversight~~reporting and ~~discretion~~approval ~~over~~processes ~~the~~by ~~conduct~~reference ofto ~~our~~such ~~business~~policy. ~~and~~In ~~may~~addition, cash ~~intervene~~transfers inbetween orTianci, ~~influence~~its ~~our operations at any time~~subsidiaries, ~~which~~or ~~could~~investors ~~result~~shall infollow athe ~~material~~applicable ~~change~~Hong inKong ~~our~~laws ~~operations~~ and~~/or~~ ~~the~~regulations. ~~value~~See ofalso ~~our~~“Prospectus Summary—Cash ~~common~~Flows ~~stock~~through Our Organization.”

IfWe weand ~~decide~~our ~~to pay~~subsidiaries ~~dividends~~face onvarious ~~any~~legal ofand ~~our~~operational ~~common~~risks ~~stock~~and inuncertainties ~~the~~associated ~~future~~with being based, asor ahaving ~~holding~~all ~~company~~our operations, wein ~~will~~Hong beKong. ~~dependent~~Our operating onsubsidiary ~~receipt~~conducts oftheir ~~funds~~business ~~from~~in ~~our~~Hong Kong, ~~subsidiaries. Under~~a ~~the~~Special ~~current~~Administrative ~~practice~~Region of the ~~Inland~~PRC, ~~Revenue~~and ~~Department~~some of ~~Hong~~its ~~Kong,~~clients noare Mainland ~~tax~~China isindividuals ~~payable~~or inMainland ~~Hong~~China ~~Kong~~companies inthat ~~respect~~may ofhave ~~dividends~~shareholders ~~paid~~or directors that are Mainland China individuals. Neither bywe nor our ~~Hong~~subsidiaries conduct any operations in Mainland China. Conducting business in Hong Kong ~~subsidiary~~involves risks of uncertainty about any actions the Chinese government or authorities may take in Hong Kong. There are nosignificant ~~restrictions~~legal orand ~~limitation~~operational ~~under~~risks associated ~~the~~with ~~laws~~being ofbased ~~Hong~~in ~~Kong~~or ~~imposed~~having onour operations in Hong Kong, including the ~~conversion~~changes ofin ~~HKD~~the ~~into foreign~~legal, ~~currencies~~political and economic policies of the ~~remittance~~Chinese ofgovernment, ~~currencies~~the ~~out~~relations ofbetween ~~Hong~~China ~~Kong.~~and ~~See~~the ~~“Risk~~United States, ~~Factors~~or -Chinese ~~RISKS~~or ~~RELATED~~U.S. regulations TOmay ~~DOING~~materially ~~BUSINESS~~and INadversely ~~HONG~~affect ~~KONG~~our -business, Wefinancial ~~will~~condition ~~rely~~and onresults ~~dividends~~of operations. The legal and ~~other~~operational ~~distributions~~risks onassociated ~~equity~~in ~~paid~~operating in byMainland China also apply to our operations in Hong Kong, ~~subsidiary~~and towe ~~fund any~~face ~~cash~~the risks and ~~financing~~uncertainties ~~requirements~~associated wewith ~~may~~the ~~have.~~complex Inand ~~the~~evolving PRC ~~future,~~laws and regulations and as to whether and how the recent PRC government ~~may~~statements ~~impose~~and ~~restrictions~~regulatory ondevelopments, ~~our~~such ~~ability~~as tothose ~~transfer~~relating ~~funds~~to ~~out~~data ofand ~~Hong~~cyberspace ~~Kong~~security, and anti-monopoly concerns, would be applicable to ~~fund~~the our subsidiaries and us, given the substantial operations orin ~~for~~Hong Kong ~~other~~and ~~use~~the ~~outside~~possibilities that PRC government may exercise significant oversight over the conduct of ~~Hong~~business in Hong Kong. ~~Any~~Should ~~limitation~~the onPRC government choose to exercise significant oversight and discretion over the ~~ability~~conduct of our ~~subsidiary~~business, or in the event that we or the subsidiaries were to ~~make payments~~become subject to usPRC ~~could~~laws ~~have~~and aregulations, we could incur material ~~adverse~~costs ~~effect~~to onensure compliance, ~~our~~and ~~ability~~we or the subsidiaries might be subject to ~~conduct~~fines, ~~our~~experience ~~business~~devaluation ~~and~~of ~~might~~securities ~~materially~~or ~~decrease~~delisting, no longer be permitted to conduct offerings to investors and cause the value of ~~our~~ ~~common~~such ~~stock.”~~securities Onto ~~page~~significantly 11decline ofor ~~this~~be ~~prospectus~~worthless, ~~for~~and/or ~~more~~no ~~information~~longer be permitted to continue business operations as presently conducted.

iii

OnAs ~~December~~of ~~16, 2021,~~ the ~~Public~~date ~~Company~~of ~~Accounting~~this ~~Oversight~~prospectus, ~~Board~~in ~~(United States) (~~the ~~“PCAOB”)~~opinion ~~issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in Mainland China and in Hong Kong because~~ of ~~positions~~our ~~taken by PRC and~~ Hong Kong ~~authorities~~legal ~~in those jurisdictions. The PCAOB has made such designations as mandated under the Holding Foreign Companies Accountable Act~~counsel, ~~or the HFCA Act~~D. ~~Our~~Fan ~~auditor,~~& ~~Michael T~~Co. ~~Studer CPA P.C.~~, ~~headquartered~~we ~~in Freeport, New York, has been inspected by the PCAOB on a regular basis,~~ and ~~it is not subject to the determinations announced by the PCAOB on December 16, 2021. If the PCAOB determines in the future that it cannot inspect or fully investigate~~ our ~~auditor~~subsidiaries athave ~~such~~received ~~future~~all ~~time, trading in our common stock would be prohibited~~requisite ~~under~~permissions ~~the HFCA Act. On August 26, 2022, the SEC issued a statement announcing that the PCAOB signed a Statement of Protocol (“SOP”) with the China Securities Regulatory Commission,~~ or ~~CSRC,~~approvals ~~and~~from the ~~Ministry~~Hong ofKong ~~Finance~~authorities ofto ~~the~~operate ~~People’s~~its ~~Republic~~business ~~of China governing inspections and investigations of audit firms based~~ in ~~Mainland China and~~ Hong Kong, ~~jointly~~including ~~agreeing~~but onnot ~~the~~limited ~~need~~to ~~for~~obtaining a ~~framework. On~~ ~~December~~business ~~15,~~registration ~~2022~~certificate, ~~the~~and ~~PCAOB~~we ~~announced~~and ~~that~~our itsubsidiaries ~~has~~are ~~secured~~not ~~complete~~required ~~access~~ to ~~inspect~~obtain ~~and~~permissions ~~investigate~~from ~~registered~~any ~~public accounting firms headquartered in Mainland China and~~ Hong Kong ~~and voted~~ authorities to ~~vacate~~issue ~~the~~securities ~~previous Determination Report~~ to ~~the contrary~~investors. ~~On December 29~~However, ~~2022, the~~there ~~Accelerating~~could ~~Holding~~be ~~Foreign~~a ~~Companies~~significant ~~Accountable~~change ~~Act~~to ~~was enacted, which amended~~ the ~~HFCA~~current ~~Act~~political byarrangements ~~requiring~~between the ~~SEC~~PRC ~~to prohibit an~~and ~~issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three~~Hong Kong, ~~thus~~or ~~reducing~~ the ~~time~~applicable ~~before~~laws, ~~our~~regulations, ~~securities~~or ~~may~~interpretations bechange, laws, ~~prohibited~~regulations, ~~from trading~~ or ~~delisted.~~policies ~~The PCAOB is continuing to demand complete access~~ in ~~Mainland China and~~ Hong Kong ~~moving~~could change ~~forward and is already making plans to resume regular inspections~~ in ~~early~~ ~~2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider~~ the ~~need to issue new determinations with the HFCA Act if needed~~future. If ~~the~~(i) ~~PCAOB~~we inor ~~the future~~our ~~again~~subsidiaries ~~determines~~do ~~that~~not itreceive isor ~~unable~~maintain tosuch ~~inspect~~permissions ~~and~~or ~~investigate completely auditors in Mainland China and Hong Kong~~approvals, ~~then~~(ii) ~~the~~we ~~companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCA Act and/~~or ~~the~~our ~~AHFCAA. These~~subsidiaries ~~recent~~inadvertently ~~developments~~conclude ~~could also add uncertainties to this Underwritten Offering and we cannot assure you~~ that ~~the~~any ~~NASDAQ~~other ~~Capital~~permissions ~~Market~~ or ~~regulatory~~approvals ~~authorities~~are ~~would~~ not ~~apply~~required, ~~additional~~ or ~~more~~(iii) ~~stringent~~applicable ~~criteria~~laws, toregulations, usor ~~after considering the effectiveness of our auditor’s~~interpretations ~~audit~~change ~~procedures~~ and ~~quality~~we ~~control~~are ~~procedures,~~required ~~adequacy~~to ofobtain ~~personnel~~such ~~and~~permissions ~~training,~~ or ~~sufficiency~~approvals ofin ~~resources, geographic reach or experience as it relates to~~ the ~~audit~~future, of our ~~financial~~operations ~~statements. See “Risk Factors—Risks Related to Doing Business in Hong Kong—Recent joint statement by the SEC~~ and ~~the~~financial ~~Public~~condition ~~Company~~could ~~Accounting~~be ~~Oversight Board (United States), or the PCAOB, proposed~~materially ~~rule~~adversely ~~changes submitted by Nasdaq~~affected, and ~~the~~our ~~newly~~ability ~~enacted Holding Foreign Companies Accountable Act all call for additional and more stringent criteria~~ to beoffer ~~applied~~securities to ~~emerging~~investors ~~market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments~~ could ~~add~~be ~~uncertainties~~significantly tolimited ~~the~~or ~~trading~~completely ofhindered ~~our~~and ~~common stock on U.S. stock exchanges, including~~ the ~~possibility that our~~ securities currently ~~can~~being beoffered ~~delisted~~may ifsubstantially ~~the~~decline ~~PCAOB~~in ~~cannot~~value ~~inspect~~and orbecome ~~fully investigate our auditor~~worthless.”

~~For~~We aand ~~detailed~~our ~~description~~subsidiaries are ofnot ~~risks~~based ~~related~~in Mainland China and do not have operations in Mainland China. Pursuant to the Basic Law, which is a national law of the ~~doing~~PRC ~~business~~and inthe constitutional document for Hong Kong, ~~see~~national ~~“Risk~~laws ~~Factors — Risks~~of ~~Related~~the toPRC ~~Doing~~shall ~~Business~~not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the PRC regarding Hong Kong as a special administrative region of the PRC are reflected in the Basic Law, providing Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”.

~~Following~~We ~~the~~are ~~completion~~aware ofthat ~~this~~recently, ~~Underwritten~~the PRC government ~~Offering,~~initiated ~~our~~a ~~largest~~series ~~stockholder~~of ~~will~~regulatory ~~beneficially~~actions ~~own~~and ~~approximately~~statements ~~[●]%~~to ofregulate ~~the~~business ~~aggregate~~operations ~~voting~~in ~~power~~certain ofareas ~~our~~in Mainland ~~outstanding~~China ~~common~~with little ~~stock.~~advance Asnotice, ~~such~~including cracking down on illegal activities in the securities market, weenhancing ~~will~~supervision beover ~~deemed~~Mainland Chinese companies listed overseas using a ~~“controlled~~VIE ~~company”~~structure, ~~within~~adopting new measures to extend the ~~meaning~~scope of cybersecurity reviews, and expanding the ~~Nasdaq~~efforts ~~listing~~in anti-monopoly ~~standards~~enforcement. ~~However,~~The welaws and regulations of Mainland China do not ~~intend~~currently tohave ~~avail~~any ~~ourselves~~material impact on our business, financial condition or results of ~~the~~operations ~~corporate~~and ~~governance~~we ~~exemptions~~are ~~afforded~~currently not subject to athe ~~“controlled~~PRC ~~company”~~government’s ~~under~~direct ~~the~~influence ~~Nasdaq~~or ~~listing~~discretion over ~~standards~~the manner in which we conduct our business activities outside of Mainland China.

		Per Share		Total
Public offering price	$	–	$	–
Underwriting discounts and commissions(1)	$	–	$	–
Proceeds to us before expenses	$	–	$	–

As confirmed by our legal advisors, we believe that we and our subsidiaries are not required to obtain any permissions or approvals from the Mainland China authorities for consummating this offering, including but not limited to the China Securities Regulatory Commission (“CSRC”), to operate Roshing’s business or to offer our securities on the U.S. exchanges and offer securities to foreign investors, on the basis that (i) we are a Nevada company and our only operating subsidiary, Roshing, is a Hong Kong company and is headquartered in Hong Kong; neither entity has operations in Mainland China; (ii) we do not, directly or indirectly, own or control any entity or subsidiary in Mainland China, nor are we controlled by any Mainland Chinese company or individual directly or indirectly; (iii) we currently do not have or intend to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity (“VIE”) with any entity in Mainland China; (iv) only very limited number of Roshing’s customers are Mainland China residents; (v) the majority of our senior managers in charge of the Company’s business operation and management are Hong Kong nationals and domiciled in Hong Kong; and (vi) all of Roshing’s employees are Hong Kong residents. We and our subsidiaries have not applied for or been denied of any such permissions or approvals from the Mainland China authorities. In addition, as of the date of this prospectus, as confirmed by our legal advisor, we believe that we and our subsidiaries are not subject to the cybersecurity review by the Cyberspace Administration of China (“CAC”) over data security and our offering because we are a Nevada company and our only operating subsidiary is a Hong Kong company, neither entity has operations in Mainland China. In addition, we expect that we and our subsidiaries’ operations will continue to be conducted in Hong Kong, as is the case as of the date of this prospectus. Therefore, we believe that the likelihood that we and our subsidiaries will be required to obtain any permissions or approvals from the governmental authorities of Mainland China for our operations, or the listing or offering of our securities on the U.S. exchanges and the offering of our securities in the future is very remote.

(1) We have agreed to pay the underwriter a discount equal to 7.0% of the gross proceeds of the Underwritten Offering, which does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of the Underwritten Offering payable to Prime Number Capital, LLC, or the underwriter. We have also agreed to issue, on the closing date of the Underwritten Offering, warrants, to the underwriter, in an amount equal to 5.0% of the aggregate number of shares sold by us in the Underwritten Offering, including any shares issued pursuant to exercise of the underwriter’s over-allotment option. For a description of the compensation to be received by the underwriter, see “Underwriting” on page 98.

~~This~~Furthermore, ~~Underwritten~~due ~~Offering~~to islong ~~being~~arm ~~conducted~~provisions under onthe acurrent ~~firm~~PRC ~~commitment~~laws ~~basis.~~and ~~The~~regulations, ~~underwriter~~there isremains ~~obligated~~regulatory uncertainty with respect to ~~take~~whether ~~and~~in ~~pay~~the ~~for~~future ~~all~~we ofwill be required to obtain approvals from the ~~shares~~PRC ofauthorities ~~common~~to ~~stock~~operate ifour ~~any~~business ~~such~~or ~~shares~~list ofon ~~common stock~~the ~~are~~U.S. ~~taken~~exchanges and offer securities. WeIf ~~have~~(i) ~~granted~~we ~~the~~and ~~underwriter~~our subsidiaries ando ~~option~~not ~~for~~receive aor ~~period~~maintain ofsuch 45permissions ~~days~~or ~~after~~approvals, ~~the~~should ~~closing~~such ofapprovals be required in the ~~Underwritten~~future ~~Offering~~by tothe ~~purchase~~PRC government, up(ii) towe ~~[●]~~and ~~shares~~our ofsubsidiaries ~~common~~inadvertently ~~stock~~conclude that such permissions or approvals are not required, or ~~15%~~(iii) ofapplicable ~~the~~laws, ~~total~~regulations, or ~~shares~~interpretations ofchange ~~common~~and ~~stock~~we are required to beobtain ~~offered~~such bypermissions usor ~~pursuant~~approvals toin the ~~Underwritten~~future, ~~Offering (excluding~~our ~~common~~operations ~~stock~~and ~~subject~~financial tocondition could ~~this~~be ~~option)~~materially adversely affected, ~~solely~~and ~~for~~our ~~the~~ability ~~purpose~~to ofoffer ~~covering~~securities ~~over-allotments,~~to atinvestors ~~the~~could ~~public~~be ~~offering~~significantly ~~price~~limited ~~less~~or completely hindered and the ~~underwriting~~securities ~~discounts~~currently being offered may substantially decline in value and become worthless. see If“Risk ~~the~~Factors – ~~underwriter~~Risks ~~exercises~~Related ~~the~~to ~~option~~Doing Business in ~~full,~~Hong ~~and~~Kong ~~assuming~~– anWhile ~~offering~~we ~~price~~believe ofthat ~~US$[●]~~we ~~per~~and ~~share~~our subsidiaries are currently not required ofto ~~common~~obtain ~~stock,~~permissions ~~which~~or isapprovals ~~the~~from ~~midpoint~~Mainland ofChina ~~the~~authorities ~~range~~for ~~set~~our ~~forth~~business onoperations and/or the ~~cover~~listing ~~page~~and offering of ~~this prospectus~~our securities, ~~the~~and ~~total~~it ~~gross~~is ~~proceeds~~very unlikely that we or our subsidiaries will be required to ~~us,~~do ~~before underwriting~~so ~~discounts~~in the future, ~~commissions~~we ~~and~~cannot ~~expenses,~~assure you that we or our subsidiaries will be ~~$[●]~~able to obtain all such permissions or approvals if they are nevertheless required.” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 for more information.

~~The~~Notwithstanding ~~underwriter~~the ~~expects~~above, we are aware that Mainland China government may intervene or influence the Hong Kong operations of an offshore holding company, such as those of our Hong Kong operating subsidiary, Roshing, at any time. These risks, together with uncertainties in the legal system of Mainland China and the interpretation and enforcement of Mainland China laws, regulations, and policies, could hinder our ability to ~~deliver~~offer or continue to offer our securities, result in a material adverse change to Roshing’s business operations, and damage our reputation, which could cause our securities to significantly decline in value or become worthless. For a detailed description of risks relating to the ~~common~~potential impact of Mainland ~~stock~~China ~~against~~laws ~~payment~~and asregulations ~~set~~on ~~forth~~our ~~under~~and our operating subsidiary’s business operations. see “~~Underwriting~~Risk Factors – Risks Related to Doing Business in Hong Kong – Most of our operations are in Hong Kong. However,” ondue to the long arm provisions under the current Mainland China laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or ~~about [●]~~influence our operations at any time, ~~2024~~or ~~through~~may exert more control over offerings conducted overseas and/or foreign investment in issuers like us, which could result in a material change in our operations and/or the ~~book~~value of our common stock.” in our Annual Report on Form 10-~~entry~~K ~~facilities~~for ofthe ~~The~~fiscal ~~Depository~~year ~~Trust~~ended ~~Company~~July 31, 2025 for more information.

~~Neither~~If we decide to pay dividends on any of our securities in the Ufuture, as a holding company, we will be dependent on receipt of funds from our subsidiaries.S. ~~Securities~~Under ~~and~~the ~~Exchange~~current ~~Commission~~practice of the ~~nor~~Inland ~~any~~Revenue ~~state~~Department ~~securities~~of ~~commission~~Hong ~~nor~~Kong, ~~any~~no ~~other~~tax ~~regulatory~~is ~~body~~payable ~~has~~in ~~approved~~Hong orKong ~~disapproved~~in respect of ~~these~~dividends ~~securities~~paid by our Hong Kong subsidiary. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HKD into foreign currencies and the remittance ~~passed~~of ~~upon~~currencies out of Hong Kong. see “Risk Factors – Risks Related to Doing Business in Hong Kong – We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the ~~adequacy~~future, the PRC government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or ~~accuracy~~for other use outside of ~~this~~Hong ~~prospectus~~Kong. Any ~~representation~~limitation toon the ~~contrary~~ability isof our Hong Kong subsidiary to make payments to us could have a ~~criminal~~material ~~offense~~adverse effect on our ability to conduct our business and might materially decrease the value of our common stock.” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 for more information.

~~Prospectus~~Pursuant ~~dated___________~~to the Holding Foreign Companies Accountable Act (“HFCAA”), ~~2024~~the Public Company Accounting Oversight Board (United States) (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) Mainland China of the People’s Republic of China because of a position taken by one or more authorities in Mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations.

~~TABLE~~Our OFregistered ~~CONTENTS~~public accounting firm, Bush & Associates CPA LLC, an independent registered public accounting firm, has its principal office in Henderson, Nevada and is not headquartered in Mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determinations. Bush & Associates CPA LLC is registered with the PCAOB and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess Bush & Associates CPA LLC’s compliance with applicable professional standards. Notwithstanding the foregoing, if the PCAOB is not able to fully conduct inspections of our auditor’s work papers in China, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) and on December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to AHFCAA and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before your securities may be prohibited from trading or delisted. The delisting or the cessation of trading of our Common Stocks, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Protocol”) with the CSRC and the Ministry of Finance (“MOF”) of the People’s Republic of China, which governs inspections and investigations of audit firms based in Mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol released by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to the SEC. According to the PCAOB, its December 2021 determinations under the HFCAA remain in effect. On December 15, 2022, the PCAOB secures complete access to inspect, investigate audit firms based in Mainland China and Hong Kong. It is possible when the PCAOB may reassess its determinations in the future, and it could determine that it is still unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong. The HFCAA and related regulations currently previously did not affect the Company as the Company’s auditor is subject to PCAOB’s inspections and investigations.

	Page
PROSPECTUS SUMMARY	1
CORPORATE HISTORY AND STRUCTURE	3
THE OFFERING	14
SUMMARY CONSOLIDATED FINANCIAL DATA	15
RISK FACTORS	17
A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	42
USE OF PROCEEDS	43
DIVIDEND POLICY	43
MARKET PRICE	44
CAPITALIZATION	44
DILUTION	45
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	46
DESCRIPTION OF BUSINESS	56
INDUSTRY AND MARKET OPPORTUNITIES	65
REGULATIONS	76
MANAGEMENT	82
EXECUTIVE COMPENSATION	87
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	89
DESCRIPTION OF CAPITAL STOCK	90
PRINCIPAL STOCKHOLDERS	96
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	97
SHARES ELIGIBLE FOR FUTURE SALE	101
UNDERWRITING	102
LEGAL MATTERS	112
EXPERTS	112
WHERE YOU CAN FIND MORE INFORMATION	112
INDEX TO FINANCIAL STATEMENTS	F-1

The PCAOB is continuing to demand complete access in Mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. If the PCAOB in the future again determines that it is unable to inspect and investigate completely auditors in Mainland China and Hong Kong, then the companies audited by those auditors would be subject to a trading prohibition on U.S. markets pursuant to the HFCAA and/or the AHFCAA. These recent developments could also add uncertainties to this offering and the listing of our securities on Nasdaq and we cannot assure you that the Nasdaq or regulatory authorities would not apply additional or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. See “Risk Factors—Risks Related to Doing Business in Hong Kong— Recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the newly enacted Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the trading of our common stock on U.S. stock exchanges, including the possibility that our securities can be delisted if the PCAOB cannot inspect or fully investigate our auditor.” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 for more information.

~~You~~For ~~should~~a ~~rely~~detailed ~~only~~description onof ~~the~~risks ~~information~~related ~~contained~~to indoing ~~this~~business ~~prospectus.~~in WeHong ~~have not~~Kong, ~~and~~see ~~the~~“Risk ~~underwriter~~Factors ~~has~~– ~~not,~~Risks ~~authorized~~Related ~~anyone~~ to ~~provide~~Doing ~~you~~Business ~~with information different from what is contained~~ in ~~this~~Hong ~~prospectus~~Kong” or in ~~any~~our ~~related~~Annual ~~free writing prospectus. If anyone provides you with different or inconsistent information,~~Report ~~you should not rely~~ on ~~it.~~Form We10-K ~~are~~for ~~not,~~the ~~and~~fiscal ~~the~~year ~~underwriter~~ended isJuly ~~not~~31, ~~making~~2025 anas ~~offer~~well toas ~~sell securities in~~ any ~~jurisdiction~~amendment ~~where the offer~~ or ~~sale~~update isto ~~not~~our ~~permitted.~~risk ~~The~~factors ~~information~~reflected ~~contained~~ in ~~this~~subsequent ~~prospectus is accurate only as of the date on the front of this prospectus,~~filings ~~regardless~~with of the ~~time~~SEC ~~of delivery of this prospectus or any sale of the securities~~. ~~Our subsidiaries’ business, and our financial condition, results of operations and prospects may have changed since that date.~~

~~For~~We ~~investors~~are ~~outside~~a ~~of the United States of America (the~~ “~~United~~smaller ~~States”~~reporting ~~or the “U.S.~~company,”): ~~Neither~~as wedefined ~~nor the underwriter have done anything that would~~under ~~permit~~ the ~~Underwritten~~federal ~~Offering~~securities orlaws ~~possession or distribution of this prospectus or any filed free-writing prospectus in any jurisdiction~~and, ~~other~~as ~~than the United States~~such, ~~where~~we ~~action~~have ~~for~~elected ~~that~~to ~~purpose~~comply iswith ~~required.~~certain ~~Persons~~reduced ~~outside~~public ofcompany ~~the~~reporting ~~United~~requirements ~~States~~for ~~who come into possession of~~ this prospectus ~~or any filed free writing prospectus must inform themselves about,~~ and ~~observe~~future ~~any~~filings. ~~restrictions relating~~See ~~to,~~“Prospectus ~~the~~Summary ~~offering~~- ofImplications ~~our common stock and the distribution~~ of ~~this~~Being ~~prospectus~~a orSmaller ~~any~~Reporting ~~filed free writing prospectus outside of the United States~~Company.”

We have engaged Maxim Group LLC as our exclusive placement agent (“Maxim” or the “Placement Agent”). The Placement Agent has no obligation to purchase and are not purchasing or selling the securities offered by us, and is not required to arrange for the purchase or sale of any specific number or dollar amount of our securities, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. Because there is no minimum offering amount required as a condition to closing in this offering the actual offering amount, the Placement Agent’s fee, and proceeds to us, if any, is not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the fee set forth in the table above and to provide reimbursement of certain expenses and certain other compensation to the Placement Agent. See “Plan of Distribution” of this prospectus for more information regarding these arrangements.

Per Unit

Per
Pre-Funded
Unit

Total⁽⁴⁾

Offering price⁽¹⁾

Placement Agent’s fees⁽²⁾

Proceeds, before expenses, to us⁽³⁾

(1)	Each Unit is offered at an offering price of US$1.25.
(2)	We have agreed to pay the Placement Agent a cash fee equal to seven percent (7%). We have also agreed to reimburse the Placement Agent for certain of their offering-related expenses. We have agreed that the Placement Agent will also receive warrants to purchase a number of common stock equal to 5.0% of the number of shares of common stock (or securities exercisable for shares of common stock) being sold in this offering (the “Placement Agent Warrants”). The terms of the Placement Agent Warrants will be substantially similar to those of the Common Warrants issued in the Offering. The Placement Agent Warrants and the common stock issuable upon exercise of the Placement Agent Warrants are also being registered under the registration statement of which this prospectus forms a part. See “Plan of Distribution” beginning on page 44 of this prospectus for a description of the compensation to be received by the Placement Agent.
(3)	We estimate the total expenses of this offering payable by us, excluding the Placement Agent’s fees and reimbursement of the Placement Agent’s expenses, will be approximately US$258,296 .
(4)	Total gross proceeds are calculated assuming the sales of all the securities being offered in this offering, the full exercise of the Pre-Funded Warrants, if there is any issuance of Pre-Funded Units.

If we complete this offering, net proceeds will be delivered to us on the closing date. We expect to deliver the securities against payment in U.S. dollars in New York, NY to investors on or about [*], 2026, subject to satisfaction of certain customary closing conditions.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Sole Placement Agent

Maxim Group LLC

Prospectus dated June 2, 2026.

vii

Table of Contents

About This Prospectus	1
Prospectus Summary	3
The Offering	13
Risk Factors	17
Cautionary Note Regarding Forward-Looking Statements	28
Use of Proceeds	29
Dividend Policy	29
Capitalization	30
Dilution	31
Principal Stockholders	32
Description of Capital Stock and Securities we are Offering	33
Plan Of Distribution	44
Certain Material U.S. Federal Income Tax Consequences	52
Legal Matters	61
Experts	61
Where You Can Find More Information	62
Incorporation of Documents by Reference	63

viii

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto. You should not assume that the information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference herein is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.

All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been or will be filed or have been or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus supplement under the heading “Where You Can Find More Information.”

You should rely only on the information that we have included or incorporated by reference in this prospectus and any related free writing prospectus that we may authorize to be provided to you. Neither we nor the placement agent have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus or any related free writing prospectus that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or any related free writing prospectus. This prospectus and any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor does this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

At the annual meet of the Company’s stockholders held on February 13, 2026, the Company’s stockholders approved a proposal to grant the Board authority, in its sole discretion, prior to the one-year anniversary of such annual meeting, to effect a reverse stock split of the outstanding shares of common stock, at a ratio ranging from one-for-two (1:2) to one-for-one-hundred (1:100), with the exact ratio to be determined by the Board without further approval or authorization of our stockholders. On March 6, 2026, pursuant to the authority granted by the Company’s stockholders, the Board approved a reverse stock split of our common stock at a ratio of 1-for-7 (the “Reverse Stock Split”). The Reverse Stock Split became effective at 12:01 a.m. Eastern Time March 20, 2026. Other than our historical financial statements and notes thereto incorporated by reference herein, and except where otherwise noted, all references to our common stock presented in this prospectus have been adjusted to give retroactive effect to the Reverse Stock Split.

Commonly Used Defined Terms

Unless otherwise indicated or the context requires otherwise, references in this registration statement to:

· “China,” “Chinese,” or the “PRC” are to the People’s Republic of China, including the special administrative regions of Hong Kong and Macau, and, for the purposes of this prospectus only, excluding Taiwan; · “Mainland China” is to the mainland of the People’s Republic of China; excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only; · ~~“PRC laws and regulations” or “PRC laws” are to the laws and regulations of Mainland China; ·~~ Unless the context provides otherwise, “registrant,” “we,” “us,” “our company,” “our,” “the Company” and “Tianci” is to Tianci International, Inc., a Nevada company; and when describing the financial results of Tianci International, Inc., also includes its subsidiaries; · “Seychelles” refers to the Republic of Seychelles; · “Tianci Seychelles” refers to Tianci Group Holding Limited, a limited company organized under the laws of Seychelles and a wholly owned subsidiary of Tianci; · “RQS United” refers to RQS United Group Limited, a company organized under the laws of the Republic of Seychelles and a wholly owned subsidiary of Tianci; · “RQS Capital” refers to RQS Capital Limited, ~~Company~~a company incorporated in British Virgin Islands. · “Roshing” refers to Roshing International Co., Limited, a company organized under the laws of Hong Kong and a subsidiary of RQS United. RQS United holds 90% of the share capital of its subsidiary, Roshing; · “Shares,” “shares” or “shares of common stock” are to the shares of common stock of Tianci International, Inc., with par value of $0.0001 per share; · All references to “Renminbi,” “RMB” or “Chinese Yuan” are to the legal currency of Mainland China; · All references to “HKD” “HK$” and “Hong Kong dollars” are to the legal currency of Hong Kong; · All references to “U.S. dollars,” “dollars,” “USD” or “$” are to the legal currency of the United States; and · “Website” is to our website at www.tianci-ciit.com.

	·	“Shares,” “shares” or “shares of common stock” are to the shares of common stock of Tianci International, Inc., with par value of $0.0001 per share;

	·	All references to “RMB” are to the legal currency of Mainland China;

	·	All references to “HKD” “HK$” and “Hong Kong dollars” are to the legal currency of Hong Kong;

	·	All references to “U.S. dollars,” “dollars,” “USD” or “$” are to the legal currency of the United States; and

	·	“Website” is to our website at www.tianci-ciit.com.

We do not have any material operations of our own and we are a holding company with operations conducted in Hong Kong through our subsidiary, Roshing International Co., Limited, primarily using Hong Kong dollars, the currency of Hong Kong, or U.S. dollars. Our consolidated financial statements are presented in U.S. dollars. In this prospectus, we refer to assets, obligations, commitments and liabilities in our consolidated financial statements in U.S. dollars. These dollar references are based on the exchange rate of Hong Kong dollars to U.S. dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S. dollars which may result in an increase or decrease in the amount of our obligations (expressed in U.S. dollars) and the value of our assets, including accounts receivable (expressed in U.S. dollars).

vii

Numerical figures included in this registration statement have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

For the sake of clarity, this registration statement follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English.

WeThis ~~have~~prospectus ~~relied~~and onthe ~~statistics~~information ~~provided~~incorporated by reference in this prospectus contain estimates and other statistical data made by aindependent ~~variety of~~parties ~~publicly~~and ~~available~~by ~~sources~~us ~~regarding~~relating ~~expectations~~to ofmarket size and growth ofand ~~global~~other ~~logistics~~data about our industry. We ~~did~~obtained ~~not,~~the ~~directly~~industry orand ~~indirectly,~~market ~~sponsor~~data in this prospectus from our own research as orwell ~~participate~~as infrom ~~the~~industry ~~publication~~and general publications, surveys and studies conducted by third parties. This data involves a number of ~~such~~assumptions and ~~materials,~~limitations and ~~these~~contains ~~materials~~projections ~~are~~and ~~not~~estimates ~~incorporated~~of the future performance of the industries in ~~this~~which ~~registration~~we ~~statement~~operate ~~other~~that ~~than~~are subject to ~~the~~a ~~extent~~high ~~specifically~~degree ~~cited~~of ~~herein~~uncertainty, including those discussed in “Risk Factors.” We ~~have~~caution ~~sought~~you not to ~~provide~~give ~~current~~undue ~~information~~weight into ~~this~~such projections, ~~registration~~assumptions ~~statement~~and estimates. Further, industry and ~~believe~~general ~~that the~~publications, ~~statistics~~studies ~~provided~~and insurveys ~~this~~generally ~~registration~~state ~~statement~~that ~~remain~~they ~~up-~~have been obtained from sources believed to~~-date~~ ~~and~~be reliable, ~~and~~although they do not guarantee the accuracy or completeness of such information. While we believe that these ~~materials~~publications, studies and surveys are reliable, we have not ~~incorporated~~independently verified the data contained in ~~this~~them. In ~~registration~~addition, ~~statement~~while ~~other~~we ~~than~~believe tothat the ~~extent~~results ~~specifically~~and ~~cited~~estimates infrom ~~this~~our ~~registration~~internal ~~statement~~research are reliable, such results and estimates have not been verified by any independent source.

~~TRADEMARKS~~For investors outside the United States (“U.S.”): We and the placement agent have not done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the U.S. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the U.S.

~~All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.~~2

MARKET DATA

We are responsible for the disclosure in this prospectus. This prospectus incorporates industry data sourced from market research, publicly accessible information and industry publications. While we have not directly commissioned or funded these sources, we believe the information obtained from them to be reliable. Nonetheless, we assume responsibility for the accuracy and completeness of all information presented in this prospectus, including data derived from third-party sources. This includes the information provided through active hyperlinks to external reports and publications. We obtained the industry, market and competitive position data used throughout this prospectus from our own internal estimates and research, as well as from independent market research, industry and general publications and surveys, governmental agencies and publicly available information in addition to research, surveys and studies conducted by third parties. Internal estimates are derived from publicly available information released by industry analysts and third-party sources, our internal research and our industry experience, and are based on assumptions made by us based on such data and our knowledge of our industry and market, which we believe to be reasonable. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. In addition, while we believe the industry, market and competitive position data included in this prospectus is reliable and based on reasonable assumptions, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties or by us.

viii

PROSPECTUS SUMMARY

This summary highlights ~~certain~~ information ~~contained~~ contained elsewhere in this prospectus. ~~You~~or ~~should~~that ~~read~~is ~~the~~incorporated ~~entire~~by ~~prospectus~~reference ~~carefully,~~herein. ~~including~~This ~~our~~summary ~~financial~~does ~~statements~~not ~~and~~contain ~~related notes,~~all ~~and~~of ~~especially~~ the ~~“Risk~~information ~~Factors”~~you ~~beginning~~should consider onbefore ~~page~~investing 17in our securities. ~~All~~Before ~~references~~deciding to ~~“we~~invest in our securities,” ~~“us~~you should read this entire prospectus carefully,” including the section of this prospectus entitled “~~our~~Risk Factors,” ~~“Company”~~in orour ~~similar~~Annual ~~terms~~Report ~~used~~on inForm ~~this~~10-K ~~prospectus~~for ~~refer~~the toyear ~~Tianci~~ended ~~International~~July 31, ~~Inc.~~2025, aon ~~Nevada~~file ~~corporation. Unless~~with ~~otherwise~~the ~~indicated~~SEC, ~~the~~and ~~term~~those ~~“fiscal~~risk ~~year”~~factors ~~refers~~identified toin ~~our~~reports ~~fiscal~~subsequently ~~year~~filed ~~ending~~with ~~July~~the ~~31.~~SEC, ~~Unless~~including ~~otherwise~~our ~~indicated, the~~Quarterly ~~term~~Reports ~~“common~~on ~~stock”~~Form ~~refers~~10-Q, towhich ~~shares~~are ofincorporated ~~CIIT’s~~by ~~common~~reference ~~stock~~into this prospectus.

Overview

~~Our~~The Company’s primary line of business is global logistics. ~~The~~ The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking and the transportation arrangement ~~and~~ and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

As a logistics shipping operator, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping service.

For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that cargo space to its customers (cargo owners, or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships , and ~~signing~~signs ~~charter~~chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue ~~during~~since ~~the six months ended January 31, 2024~~2023. ~~Shufang~~ Gao, our Chief Executive Officer previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management, and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.

Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

Commencing in the first quarter of fiscal year 2026, Roshing’s business line also expand into global trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions and building up inventory for resale. We intend to utilize optimized bulk vessel and container shipping, and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation.

Our Services

Our operations conducted through Roshing include providing the following services to our customers.

I. Global Logistics Services

Our global ~~logistics~~ logistics services provided through Roshing accounted for the vast majority of our revenue. ~~for~~These ~~the~~services ~~six~~encompass ~~months~~shipping ~~ended~~operations ~~January~~and ~~31,~~related logistics ~~2024~~solutions. ~~These~~ ~~services~~Roshing ~~encompass~~customizes ~~ocean~~its logistics solutions to meet the diverse needs of its customers, including the optimization of shipping ~~operations~~routes and ~~related~~the ~~logistics~~utilization ~~solutions~~of vessels with different tonnages. ~~Roshing~~As ~~focuses~~a global logistics enterprise, depending on ~~ocean~~the ~~freight~~type ~~forwarding~~of ~~services~~cargo, ~~including~~Roshing provides container shipping and bulk goods shipping services. ~~Roshing~~Container ~~customizes~~shipping ~~its~~is ~~logistics~~generally ~~solutions~~for tosmall ~~meet~~merchandise ~~the~~which can ~~diverse~~be ~~needs~~palletized ~~of our~~and ~~customers,~~fit ~~including~~into ~~the~~a ~~optimization~~container. ofBulk goods shipping ~~routes~~is ~~and~~generally ~~the~~for ~~utilization~~bulk ofcommodities, ~~vessels~~such ~~with~~as ~~different~~lumber, ~~tonnages~~steel, construction materials, chemicals, and agricultural products.

Roshing derives revenues by entering into agreements that are generally comprised of a single performance obligation to ship freight either by container ships or by bulk cargo vessels. The most significant drivers of changes in Roshing’s global logistics service revenue and related transportation expenses are cargo volume, weight and sea route.

Our Service Process

Roshing has long-term and close relationships with ocean shipping suppliers. When a customer makes an inquiry to Roshing, it is usually able to offer competitive quotes and customize shipping solutions quickly.

Roshing begins by thoroughly evaluating the customer’s logistics needs, including the type of goods being shipped, the destination, and the required transportation time. Based on this information, Roshing designs an optimal transportation plan tailored to the customer’s specific requirements. This plan includes selecting the most efficient shipping routes, determining the appropriate container or vessel size and type, and considering any special handling or regulatory compliance requirements. Roshing then enters into a written contract with the customer for ocean shipping that can best meet the customer’s needs and aligns with the customer’s timeline and cargo specifications.

Roshing works with each customer to develop a cost-effective plan and service terms to meet the client’s needs. This involves detailed discussions to ensure that both parties have a clear understanding of expectations, costs, and responsibilities. Roshing will assign cargo space from an appropriate container ship or bulk cargo vessel based on the volume and weight of the shipment, minimize shipping costs, select the shortest route to save on freight, and choose the port closest to the customer’s destination.

Throughout the entire shipping process, Roshing maintains close oversight to ensure the safety and timely arrival of goods at the destination port. This involves real-time tracking and monitoring of the shipment, handling any unforeseen issues that may arise, and providing regular updates to the customer. By doing so, Roshing ensures that the goods are transported safely and arrive within the agreed timeframe, meeting all customer expectations.

We believe that Roshing stands out in the global logistics landscape because of its core strengths. Firstly, Roshing’s management’s extensive network and industry relationships empower us with access to a wide customer base, enabling tailored solutions for an array of logistics requirements. Additionally, Roshing’s collaboration with direct shipping suppliers ensures transparent service delivery. Moreover, Roshing’s expertise in route optimization enables us to efficiently manage logistics routes and secure favorable terms for its clients. These strengths collectively position Roshing as a competitive player in the industry.

Other Products & Services

· Electronic Device Hardware: Roshing is a distributor of hardware components for electronic devices and generates revenue from reselling these components. It is not engaged in product development or direct manufacturing of hardware. The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens. Roshing’s main customers are non-Hong Kong traders, direct traders of hardware components, companies engaged in the assembly and sale of finished products and private label entities seeking electronic component procurement and light customization. · Software Technical Services: Roshing provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Roshing also provides software maintenance services to keep customers’ software up to date and assists customers in promoting their businesses with ongoing marketing support. · Business Consulting Services: Roshing provides business consulting services to help customers apply for immigration and non-immigration visas. Roshing is responsible for performing background checks, assessment, and preparing related application paperwork.

Our Market Opportunities

The shipping industry holds significant potential, as indicated by BIMCO’s projections of substantial growth in ship supply and deliveries through 2025. With an expected increase of 9.1% in 2024 and 4.1% in 2025, and a fleet growth of 14.9% by 2025, we believe that the industry is poised for expansion. Cargo volumes are anticipated to grow steadily at a rate of 3-4% annually during this period. Moreover, the global economy is forecasted to experience moderate growth, with the IMF estimating rates of 3.1% in 2024 and 3.2% in 2025.

In the bulk cargo market, strong demand is being driven by factors such as heightened demand from China and export restrictions from Indonesia. We believe that the container shipping sector will also see opportunities. Disruptions like the 40-day blockade in the Red Sea in January 2024 have led to notable increases in freight rates. Additionally, ongoing container capacity shortages in China, which is expected to persist from the onset of the Chinese Spring Festival in 2024, could further elevate freight rates, offering potential benefits to shipowners.

Our Mission

Creating Value

As a global logistics enterprise, our primary mission is to provide customers with efficient, reliable, and safe shipping services that create value.

Promoting Global Trade & Connectivity

As an important component of global trade, we believe that global logistics enterprises have a mission to promote the development and connectivity of global trade and promote the prosperity and development of the global economy by facilitating cross-border operations for businesses. We are committed to cultivating a robust global network, both online and offline. The online part involves connecting with customers and suppliers through social media platforms. The offline part includes acquiring potential customers through exhibitions, recommendations, and other direct interactions.

Undertaking Social Responsibility

We believe that shipping companies also need to be socially responsible, pay attention to environmental protection, social welfare, promote sustainable development, and contribute to the prosperity and development of society.

We strive to optimize shipping routes and transportation plans to reduce energy consumption and emissions. Moreover, we intend to encourage our supply chain partners to adopt greener transportation and packaging methods, contributing to the sustainability of the entire industry. We also seek to actively participate in environmental projects and initiatives and collaborate with government and non-governmental organizations to focus on environmental protection.

CORPORATE HISTORY AND STRUCTURE

The following diagram illustrates our corporate structure as of the date of the prospectus. Tianci, as the ultimate holding company, owns 100% of the equity interests in RQS United and Tianci Seychelles, and indirectly, holds 90% of the equity interests in Roshing.

~~For~~a. ~~details~~Container ~~of our principal stockholders’ ownership, please refer to the beneficial ownership table in the section captioned “Principal Stockholders.”~~shipping

Roshing’s ~~International~~container ~~Co.,~~shipping ~~Limited~~service ~~History Before Share Exchange~~includes:

Oni. ~~June~~Contract ~~22,~~and ~~2011,~~Quotation ~~Roshing~~Management: ~~International~~Providing ~~Co.,~~quotes ~~Limited (“Roshing”)~~to ~~was~~customers ~~incorporated~~based inon ~~Hong~~the ~~Kong~~number ~~with~~of acontainers, ~~share~~size ~~capital~~ of ~~HKD 100~~containers,~~000~~ ~~divided into 100~~routes,~~000~~ ~~shares.~~shipping ~~Ying~~dates ~~Deng~~and ~~was~~various ~~the registered~~other ~~shareholder~~factors. ofii. ~~the~~Financial ~~said 100,000 shares.~~Management:

~~RQS~~· ~~United~~Cost ~~Group~~Management: ~~Limited~~Managing ~~History~~and optimizing the costs associated with cargo transportation. · Billing and Collection: Handling the billing process and ensuring the timely collection of payments.

Oniii. ~~November~~Risk 4,Management: ~~2022,~~Implementing ~~RQS~~strategies ~~United~~to ~~Group~~identify, ~~Limited (“RQS~~assess, ~~United”)~~and ~~was~~mitigate ~~incorporated~~risks inassociated ~~the Republic of Seychelles as an international business company 100% owned by RQS Capital Limited~~ with ~~50,000~~cargo ~~shares~~transportation.

Onb. ~~January~~Bulk ~~16,~~goods ~~2023, RQS United was allotted 900,000 shares of Roshing.~~shipping

~~RQS United holds 90% of the share capital of~~ Roshing~~, while~~’s ~~Ying~~bulk ~~Deng~~goods ~~holds~~shipping ~~10%~~service ~~of the share capital of Roshing.~~includes:

~~RQS~~i. ~~Capital~~Customer ~~Limited~~Service ~~History~~and Communication: Providing ongoing support and clear communication to customers throughout the shipping process, addressing any queries or issues promptly. ii. Fixture Note and Quotation Management

On· ~~July~~Fixture ~~05,~~Note: ~~2022,~~Managing ~~RQS~~and ~~Capital~~maintaining ~~Limited~~transport ~~was~~contracts ~~incorporated in~~to ~~British~~ensure ~~Virgin~~clear ~~Islands~~and ~~authorized~~effective ~~with~~agreements 50for bulk shipping. · Quotation Services: Offering detailed quotations for bulk shipping services,~~000~~ ~~shares~~helping ~~100%~~customers ~~owned~~understand byand ~~Ying~~proposing ~~Deng~~plans ~~(“RQS~~for ~~Capital”)~~budget control.

Oniii. ~~September~~Chartering: ~~29,~~Arranging ~~2022,~~the ~~Ying~~chartering ~~Deng~~of ~~transferred~~bulk ~~30,000 shares~~cargo tovessels ~~Shufang~~including ~~Gao,~~negotiating ~~2,500~~terms ~~shares~~and conditions. iv. Ship Operations Management: Overseeing and supervising the day-to-day ~~Zhu~~operations ~~Weiyu~~of the ships involved in bulk cargo transportation. v. Cooperation and 2Coordination: Facilitating collaboration and coordination between various stakeholders involved in the shipping process,~~500~~ ~~shares~~such toas Boport Yeauthorities, ~~respectively~~cargo handlers, and other service providers.

Onvi. ~~January~~Financial ~~06,~~Management ~~2023,~~· ~~Zhu~~Cost ~~Weiyu~~Management: ~~transferred~~Monitoring ~~2,500 shares~~and tooptimizing Bothe ~~Ye.~~costs Byassociated ~~this~~with ~~time,~~bulk ~~RQS~~cargo ~~Capital~~transportation ~~was~~to ~~owned~~ensure byefficiency ~~Ying~~and ~~Deng~~cost-effectiveness. ~~(30%),~~· ~~Shufang~~Billing ~~Gao~~and ~~(60%)~~Collection: Handling the billing processes and Boensuring Yetimely ~~(10%)~~collection ~~respectively~~of payments.

Tianci History before Share Exchange

On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada.

On July 02, 2015, Freedom Petroleum, Inc. changed its name from Freedom Petroleum to Steampunk Wizards, Inc.(“Steampunk”).

On October 26, 2016, Steampunk completed a reverse merger, with Steampunk as the public shell company. Tianci merged with and into Steampunk. This transaction was carried out in accordance with the terms set forth in the Merger Agreement which took effective On November 9, 2016, and on the same day, Steampunk changed its name to Tianci International, Inc.

On August 3, 2017, Tianci entered into a Stock Purchase Agreement (the “SPA”) with Shifang Wan (the “Seller”), the record holder of 4,397,837 common shares, or approximately 87.00% of the issued and outstanding of Common Stock of Tianci, and Chuah Su Chen and Chuah Su Mei (collectively, the “Purchasers”, and together with Tianci and the Seller, the “Parties”). Pursuant to the SPA, the Seller sold to the Purchasers and the Purchasers acquired from the Sellers the Shares for a total gross purchase price of Three Hundred Fifty Thousand Dollars ($350,000). The acquisition was consummated on August 15, 2017.

Effective August 6, 2021, Tianci, Chuah Su Mei, Tianci’s former Chief Executive Officer, President and Director, and Silver Glory Group Limited, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which Chuah Su Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common stock of Tianci held by her (the “Sale Shares”) for cash consideration of Five Hundred Twenty Five Thousand Dollars ($525,000) (the “Transaction”). The Sale Shares represent approximately 73.18% of the issued and outstanding common stock of Tianci. The sale of the Sale Shares consummated on August 26, 2021.

~~Upon~~Roshing ~~the~~has ~~closing~~a oflong-term ~~the~~and ~~Transaction,~~close oncooperation ~~August 26,~~with ~~2021,~~ocean ~~each of Chuah Su Chen~~shipping suppliers, ~~Chuah~~including Suthe ~~Mei,~~signing ~~and~~of ~~Jerry~~charter ~~Ooi~~contracts, ~~constituting all current directors~~ and ~~officers~~service ~~of Tianci at that time, resigned from his or her positions with Tianci~~contracts. ~~Each~~When ofa ~~the~~customer ~~foregoing~~makes ~~former~~an ~~officers~~inquiry ~~and~~to ~~directors~~Roshing, ~~also~~we ~~forgave~~are ~~all~~usually able ~~amounts due~~ to ~~them from~~offer ~~Tianci~~competitive inquotes ~~connection~~and ~~with~~customize ~~the~~shipping ~~closing~~solutions ~~of the Transaction~~quickly.

OnRoshing ~~January~~begins ~~26,~~by ~~2023,~~thoroughly ~~Tianci~~evaluating ~~filed with~~ the ~~Nevada~~customer’s ~~Secretary~~logistics ofneeds, ~~State~~including athe ~~Certificate~~type of ~~Amendment~~goods ofbeing ~~Articles~~shipped, ofthe ~~Incorporation~~destination, (and the ~~“Amendment”)~~required transportation time. ~~The~~Based ~~Amendment~~on ~~amended~~this ~~Article~~information, 3Roshing ofdesigns ~~the~~an ~~Articles~~optimal oftransportation ~~Incorporation~~plan tailored to ~~provide~~the ~~that~~customer’s specific requirements. This plan includes selecting the most ~~authorized~~efficient ~~capital~~shipping ~~stock~~routes, ofdetermining the ~~Tianci~~appropriate ~~will~~container beor ~~120~~bulk cargo vessel size and type,~~080,000~~ ~~shares~~and ofconsidering ~~capital~~any ~~stock~~special ~~consisting~~handling ofor ~~100,000,000~~regulatory ~~shares~~compliance ofrequirements. ~~common~~Roshing ~~stock,~~then ~~$0.0001~~enters ~~par~~into ~~value,~~a ~~80,000~~written ~~shares~~contract ofwith ~~Series~~the Acustomer ~~Preferred~~for ~~Stock,~~ocean $0shipping that can best meet the customer’s needs.~~0001~~ ~~par~~This ~~value,~~includes ~~and 20,000,000~~selecting ~~shares~~a ofshipment ~~undesignated~~method ~~preferred~~that ~~stock,~~aligns ~~$0.0001~~with ~~par~~the ~~value~~customer’s timeline and cargo specifications.

~~Each~~Roshing ~~share~~works ofwith ~~Series~~each Acustomer ~~Preferred~~to ~~Stock~~develop ~~may be~~a ~~converted~~cost-effective byplan ~~the~~and ~~holder~~service ofterms ~~the share into 100 shares of common stock, subject~~ to ~~equitable~~meet ~~adjustment of~~ the ~~conversion~~client’s ~~rate~~specific needs. ~~The~~This ~~holder of~~involves ~~Series~~detailed Adiscussions ~~Preferred~~to ~~Stock~~ensure ~~will~~that both parties have ~~voting~~a ~~rights~~clear ~~equal~~understanding ~~to the holder~~ of ~~the~~expectations, ~~number~~costs, ofand ~~shares~~responsibilities. ofRoshing ~~common~~will ~~stock~~assign ~~into~~cargo ~~which~~space from the ~~Series~~appropriate Acontainer ~~Preferred~~or ~~Stock~~bulk iscargo ~~convertible.~~vessel ~~Upon~~based ~~liquidation~~on ofthe ~~Tianci,~~volume ~~each~~and ~~holder~~weight of ~~Series~~the Ashipment, ~~Preferred~~minimize ~~Stock~~shipping ~~will be entitled to receive~~costs, ~~out of~~select the ~~net~~shortest ~~assets~~route ofto ~~Tianci,~~save on ~~$0.01 per share~~freight, ~~then~~and tochoose ~~share in~~ the ~~distribution~~port onclosest anto ~~as-converted~~the ~~basis~~customer’s destination.

OnThroughout ~~January~~the ~~27,~~entire ~~2023,~~shipping ~~Tianci sold 80~~process,~~000~~ ~~shares~~Roshing ofmaintains ~~Series~~close Aoversight ~~Preferred~~to ~~Stock~~ensure tothe ~~RQS~~safety ~~Capital.~~and ~~The~~timely ~~shares~~arrival ~~were~~of ~~sold~~goods ~~for~~at athe ~~cash~~destination ~~payment~~port. ofThis ~~$24,000,~~involves ~~which~~real-time ~~was~~tracking ~~contributed~~and monitoring toof ~~Tianci~~the ~~International~~shipment, ~~Inc.’s~~ ~~capital~~handling onany ~~behalf~~unforeseen ofissues ~~RQS~~that ~~Capital~~may byarise, ~~members~~and ofproviding ~~its~~regular ~~management~~updates to the customer. ~~The~~By ~~Series~~doing Aso, Roshing ~~Preferred~~ensures ~~Stock~~that ~~purchased~~the bygoods ~~RQS~~are ~~Capital~~transported ~~held 76.55%~~safely ofand arrive within the ~~aggregate~~agreed ~~voting~~timeframe, ~~power~~meeting ofall ~~Tianci~~customer expectations.

OnWe ~~February~~believe ~~13,~~that ~~2023~~Roshing stands out in the global logistics landscape because of its core strengths. First, ~~Tianci~~Roshing’s ~~Group~~management’s ~~Holding~~extensive ~~Limited~~network and industry relationships ~~(“Tianci~~empower ~~Seychelles”)~~us ~~was~~with ~~incorporated~~access into ~~the~~a ~~Republic~~wide ofcustomer ~~Seychelles~~base, asenabling antailored ~~international~~solutions ~~business~~for ~~company~~an ~~100%~~array ~~owned~~of bylogistics ~~Tianci~~requirements. Additionally, our collaboration with ~~100,000~~direct ~~shares~~shipping suppliers ensures competitive rates and transparent service delivery. Moreover, ~~with~~Roshing’s noexpertise in ~~operation~~route optimization enables us to efficiently manage logistics routes and secure favorable terms for its clients. These strengths collectively position us as a competitive player in the industry.

~~On March 1, 2023, Tianci entered into agreements~~ ~~to sell a total of 1,253,333 shares of its common stock to 13 investors for a price of U~~II.~~S.$0.30~~ ~~per~~Other ~~share~~Product ~~(i.e.~~& an aggregate price of U.S.$376,000). The shares were issued in a private offering to investors that were acquiring the shares each for his or her 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 purchasers were non-U.S. persons and Rule 903 was complied with.Services

~~Share~~a. ~~Exchange~~Electronic Device Hardware

OnRoshing ~~March~~is 3,a ~~2023,~~distributor weof ~~acquired~~hardware ~~RQS~~components for ~~United,~~electronic ~~pursuant~~devices and generates revenue from reselling these components and is not involved in product development and manufacturing. toThe ~~the~~main ~~Share~~products ~~Exchange~~include ~~Agreement~~Wi-Fi ~~dated~~modules, ~~March~~Bluetooth 3modules, ~~2023~~4G network modules, ~~entered~~LED ~~into~~screens ~~among~~and ~~Tianci~~touch screens, ~~RQS~~and ~~United~~software ~~and~~technical services. ~~RQS~~Roshing’s ~~Capital~~main customers are oversea traders, direct traders of hardware components, companies engaged in the ~~prior~~assembly and ~~owner~~sale of ~~RQS~~finished ~~United~~products and private label entities seeking electronic component procurement with light customization.

~~Prior to the Share Exchange, Tianci was a shell company as defined in Rule 12b-2 under the Exchange Act~~b. AsSoftware aTechnical ~~result of the transactions under the Exchange Agreement, Tianci ceased to be a shell company.~~Services

~~RQS~~Roshing ~~United~~provides istechnical aconsulting ~~holding~~and ~~company~~training services ~~incorporated~~to ~~in the~~help ~~Republic~~customers, ofgenerally ~~Seychelles~~its existing customers, to better understand and properly use its customized software and related hardware. ~~RQS~~Roshing ~~United~~also ~~has~~provides nosoftware ~~operation~~maintenance ~~other~~service ~~than~~to ~~holding~~keep ~~90%~~customer’s ofsoftware ~~the share~~up ~~capital~~to ofdate ~~its~~and ~~subsidiary,~~assists ~~Roshing~~customers in promoting business with ongoing marketing support.

~~Tianci~~c. ~~History~~Business ~~after~~Consulting ~~Share Exchange.~~Services

OnRoshing ~~January~~provides ~~19,~~business ~~2024,~~consulting ~~Tianci issued 8,000,000 shares~~services ~~of its common stock~~ to ~~RQS~~help ~~Capital.~~customers ~~The~~apply ~~shares~~for ~~were~~immigration ~~issued~~and ~~upon~~non-immigration ~~RQS Capital’s exercise of its right to convert 80,000 shares of Tianci’s Series A Preferred Stock into 8,000,000 shares of common stock~~visas. AsThe ofCompany ~~the~~is ~~date~~responsible offor ~~the~~performing ~~prospectus,~~background ~~there are no Series A Preferred Stock outstanding. Upon completion of the conversion~~checks, ~~RQS Capital owned 9~~assessment,~~500,000 shares of Tianci’s common stock, representing~~ ~~66.2%~~and ofpreparing ~~the~~related ~~14,348,590~~application ~~shares~~paper ~~outstanding~~works. ~~Shufang Gao, the Chief Executive Officer, is also the Chairman of RQS Capital.~~

~~On January 22, 2024, Tianci sold an aggregate of 433,213 shares of its common stock to nine investors for an aggregate price of $433,213 or $1~~d.00 ~~per~~Mineral share. The shares were issued in a private offering to investors who were acquiring the shares each for his 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 purchasers were non-U.S. persons and Rule 903 was complied with. There was no underwriter for the offering.Trading

In addition to our global logistics services, since July 31, 2025, we have recently expanded into mineral trading, under which we source mineral products at competitive prices and resell them to downstream customers. Roshing trade of bulk chrome and manganese ore by sourcing high-grade minerals directly from resource-rich regions for resale. We intend to utilize optimized bulk vessel and container shipping and provide end-to-end supply chain solutions for metallurgical and steelmaking customers. The introduction of the mineral trade business is expected to generate operational and strategic synergies with our existing logistics business lines, enhancing overall efficiency and value creation. For the six months ended January 31, 2026, our total revenue increased significantly to $7,702,911 from $5,060,143 for the six months ended January 31, 2025. The increase was primarily attributable to the launch of our global mineral trading business, which contributed $1,821,320 to our total revenue for the six months ended January 31, 2026, representing approximately 24% of our revenue in six months ended January 31, 2026.

OnSummary ~~February 28, 2024, RQS Capital transferred 2,540,000 shares~~ of ~~Tianci~~Risk to Carson (BVI) Limited (730,000 shares), Cobalt Capital Holding Limited (650,000 shares), Elysium Capital Holding Limited (610,000 shares), and Global View Capital Limited (550,000 shares) respectively.Factors

OnRisks ~~April~~Related ~~24, 2024, Tianci sold 80,000 shares of Series B Preferred Stock~~ to ~~RQS~~our ~~Capital.~~Securities 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. Shufang Gao, Tianci’s Chief Executive Officer, is the majority shareholder and ~~Chairman of RQS Capital. With~~ the ~~addition of the Series B Preferred Stock purchased by RQS Capital to its prior holding of 6,960,000 shares of common stock, RQS Capital held 65.67% of the aggregate voting power of Tianci.~~Offering

On· ~~April~~Nasdaq ~~24, 2024, Tianci 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~~halt bytrading ~~the~~in ~~holder~~our ~~of the share into 100 shares of~~ common stock, ~~subject~~on toNasdaq ~~equitable~~or ~~adjustment~~delist ofour ~~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~~for ~~which~~public ~~the~~interest ~~Series B~~concerns ~~Preferred~~as ~~Stock~~a isresult ~~convertible. Upon liquidation~~ of ~~Tianci,~~this ~~each holder of Series B Preferred Stock will be entitled to receive, out of the net assets of Tianci, $0~~offering.~~01 per share, then to share in the distribution on an as-converted basis.~~

On· ~~May~~Our 2CEO beneficially owns the majority of our outstanding stock and, ~~2024~~accordingly, ~~RQS~~will ~~Capital~~have ~~transferred~~control ~~720~~over stockholder matters,~~000~~ the Company’s business and management. · The trading price of our common stock is likely to be volatile, which could result in substantial losses to investors. · Short sellers of our stock may be manipulative and may drive down the market price of our common stock. · There is a limited trading market for our common stock, which could make it difficult to liquidate an investment in our common stock, in a timely manner. · There is no public market for the Common Warrants or the Pre-Funded Warrants. · We may not be able to maintain the listing of our common stock on Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment. · The reverse stock split to be implemented in the future could cause our stock price to decline relative to its value before the split and decrease the liquidity of shares of ~~Tianci~~our Common Stock. · The lack of public company experience of our management team could adversely impact our ability to ~~Broadness (BVI) Limited~~comply with the reporting requirements of U.S. securities laws, which could have a materially adverse effect on our business. · We are a “smaller reporting company” under Rule 12b-2 of the Securities Exchange Act of 1934, and ~~transferred~~we 69cannot be certain if the scaled disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors and make it more difficult to raise capital as and when we need it. · We are subject to the periodic reporting requirements of the Exchange Act,~~638~~ which require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit. · Since the warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding. · The Pre-funded Warrants or Common Warrants are speculative in nature. · Holders of the Warrants and Pre-Funded Warrants will have no rights as holders of our common stock until they exercise their Warrants or Pre-Funded Warrants and acquire our common stock. · Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement. · The best-efforts structure of this offering may have an adverse effect on our business plan. · We have broad discretion in the use of the net proceeds from this offering and may not use them effectively. · The price of our common stock and other terms of this offering have been determined by us along with our Placement Agent. · You may experience immediate and substantial dilution in the net tangible book value per share of our common stock you purchase in this offering. · The Pre-Funded Warrants and Common Warrants being issued in this offering will be exercisable for common stock, the exercise of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. · Certain provisions of ~~Tianci~~the Pre-Funded Warrants and Common Warrants could discourage an acquisition of us by a third party. · Significant holders or beneficial holders of shares of our common stock may not be permitted to ~~one~~exercise ~~individual~~the Pre-funded Warrants that they hold. · If we do not maintain a current and effective prospectus relating to our common stock issuable upon exercise of the Pre-funded Warrants or the Warrants, holders will only be able to exercise such Pre-funded Warrants or the Warrants on a “cashless basis.” · We may not receive any additional funds upon the exercise of the Common Warrants. · We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants. · We incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results, our ability to operate our business and our reputation.

On May 31, 2024, RQS Capital transferred 70,000 shares of Tianci to one individual.

Listing on OTC Pink Market

The Company’s common stock is quoted on the OTC Pink Market under the symbol “CIIT”. The quotations reported on the OTC Pink Market reflect inter-dealer prices without retail markup, markdown or commissions, and may not necessarily represent actual transactions.

The Company’s common stock is thinly traded. The quoted bid and asked prices for the common stock vary significantly from week to week. An investor holding shares of the Company’s common stock may find it difficult to sell the shares and may find it impossible to sell more than a small number of shares at the quoted bid price.

Listing on the Nasdaq Capital Market

Our common stock is currently quoted on the OTC Pink Market under the symbol “CIIT.” In connection with this Underwritten Offering, we intend to apply to list our common stock on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CIIT.” If our listing application is approved, we expect to list our common stock on Nasdaq in connection with the Underwritten Offering, at which point our common stock will cease to be traded on the OTC Pink Market. No assurance can be given that our listing application will be approved. Nasdaq listing requirements include, among other things, a stock price threshold. As a result, prior to effectiveness, we will need to take the necessary steps to meet Nasdaq listing requirements, which may include, but not be limited to, effectuating a reverse split of our common stock. If our application is not approved, the offering will not be completed. The offering is contingent upon final approval of the listing of our common stock on the Nasdaq Capital Market.

Corporate Information

We are incorporated under the laws of the State of Nevada. Our principal executive offices are located at Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is 852-22510781. Our website is www.tianci-ciit.com. Information contained in, or that can be accessed through, our website is not incorporated by reference into this registration statement, and you should not consider information on our website to be part of this registration statement. Our agent for service of process in the United States is Northwest Registered Agent, LLC.

~~Information Regarding~~Risks ~~our~~Related ~~Capitalization~~to Our Business and Global Logistics Services

As· ofGeopolitical ~~January~~conditions, 31such as political instability or conflict, ~~2024~~ terrorist attacks and international hostilities can affect the ~~date~~Maritime transportation industry, which could adversely affect our business. · Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results. · Our industry is highly competitive, and failure to compete or respond to customer requirements could damage our business and the results of ~~this~~operations. ~~prospectus~~· Difficulty in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact our margins and operating results. · Roshing faces risks associated with the contents of shipments and inventories handled through its logistics services, weincluding ~~had~~real 14or perceived quality or health issues with the products that are handled through Roshing’s logistics services,~~781~~ and risks inherent in the logistics industry,~~803~~ ~~shares~~including personal injury, product damage, and transportation-related incidents. · Roshing is subject to potential risks arising from contractual obligations with shipping suppliers. · Roshing faces risks from changing customer logistics needs, contractual obligations, and failure to meet customer requirements, which could lead to financial losses, legal liabilities, and damage to Roshing’s reputation if not managed proactively. · Our revenues, operating income and cash flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and supply for cargo space and container loads from time to time. · Seasonality and the impact of ~~common~~weather ~~stock~~and ~~issued~~other catastrophic events adversely affect Roshing’s operations and ~~outstanding~~profitability. ~~Additional~~· ~~information regarding~~We rely on shipping suppliers, cargo owner and cargo agents and Hardware Products suppliers, if they become financially unstable or have reduced capacity to provide services because of pandemics, such as COVID-19, it may adversely impact our ~~issued~~business and ~~outstanding~~operating ~~securities~~results. · Our operating history may not be ~~found~~indicative ~~under~~of ~~“Description~~our offuture ~~Capital Stock~~growth or financial results and we may not be able to sustain our historical growth rates.” · While we believe that we and our subsidiaries are currently not required to obtain any other permissions or approvals from Hong Kong authorities for our business operations, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required. · We may adjust our business strategies and models in response to changing market conditions, competitive pressures, or regulatory changes. However, there is no guarantee that these adjustments will be successful, and they may not achieve the desired results, potentially impacting our performance and financial results.

~~Unless~~For ~~otherwise~~a ~~specifically~~detailed description of risks related ~~stated~~to our operation and industry, ~~information~~see ~~throughout~~“Risk ~~this~~Factors ~~prospectus~~– ~~does~~RISKS ~~not~~RELATED ~~assume~~TO OUR BUSINESS” our Annual Report on Form 10-K for the ~~exercise~~fiscal ofyear ~~outstanding~~ended ~~options~~July 31, 2025 as well as any amendment or ~~warrants~~update to ~~purchase~~our ~~shares~~risk offactors ~~our common~~reflected ~~stock~~in subsequent filings with the SEC ..

Risks Related to Doing Business in Hong Kong

	·	Most of our operations are in Hong Kong. However, due to the long arm provisions under the current Mainland China laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers like us, which could result in a material change in our operations and/or the value of our common stock.
	·	Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, China and other markets where the majority of our clients reside.
	·	There are political risks associated with conducting business in Hong Kong.
	·	Recent joint statement by the SEC and the PCAOB, proposed rule changes submitted by Nasdaq, and the newly enacted Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the trading of our common stock on U.S. stock exchanges, including the possibility that our securities can be delisted if the PCAOB cannot inspect or fully investigate our auditor.
	·	You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in the Report based on Hong Kong laws.
	·	While we believe that we and our subsidiaries are currently not required to obtain permissions or approvals from Mainland China authorities for our business operations and/or the listing and offering of our securities, and it is very unlikely that we or our subsidiaries will be required to do so in the future, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required.

For a detailed description of risks related to doing business in Hong Kong, see “Risk Factors – Risks Related to Doing Business in Hong Kong” in our Annual Report on Form 10-K for the fiscal year ended July 31, 2025 as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC .

Cash Flows through Our Organization

We are a holding company without operations of its own. We conduct our all operations through our Hong Kong subsidiary, Roshing. As a result, our ability to pay dividends depends upon dividends paid by Roshing. If our existing subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Tianci. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing. The Mainland China laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing.

We have established controls and procedures for cash flows within our organizations. Our management team is the special task force that manages and supervises the transfers of funds among Tianci and its subsidiaries under the Cash Flow Management Policy, an internal policy adopted by Tianci. Under this policy, Tianci focuses on revenue management, cost control, working capital management, implementing financial strategies, and fulfilling compliance reporting duties. Our management team closely monitors and manages cash transfers within our organization by preparing monthly reports and annual budget plans. Each transfer of cash between Tianci, and a subsidiary is also subject to internal report and approval process by reference to such policy. Each transfer of cash between Tianci, RQS Capital, and a subsidiary or branch is also subject to an internal report and approval process by reference to such policy. In addition, cash transfers between Tianci, its subsidiaries, or investors shall follow the applicable Hong Kong laws and regulations.

Implications of Holding Foreign Company Accountable Act

On April 21, 2020, the SEC Chairman and PCAOB Chairman, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or having substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.

On May 18, 2020, Nasdaq filed three proposals with the SEC to (1) apply minimum offering size requirement for companies primarily operating in “Restrictive Market,” (2) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (3) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the Company’s auditor.

On June 4, 2020, the U.S. President issued a memorandum ordering the President’s working group on financial markets to submit a report to the President within 60 days of the date of the memorandum that should include recommendations for actions that can be taken by the executive branch and by the SEC or PCAOB to enforce U.S. regulatory requirements on Chinese companies listed on U.S. stock exchanges and their audit firms. However, it remains unclear what further actions, if any, the U.S. executive branch, the SEC, and PCAOB will take to address the problem.

On August 6, 2020, the President’s working group released a report recommending that the SEC take steps to implement the five recommendations outlined in the report. In particular, to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfill its statutory mandate, the President’s working group recommended enhanced listing standards on U.S. stock exchanges. This would require, as a condition to initial and continued exchange listing, PCAOB access to the work papers of the principal audit firm for the audit of the listed company. Companies unable to satisfy this standard as a result of governmental restrictions on access to audit work papers and practices in their jurisdiction may satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. The report permits the new listing standards to provide for a transition period until January 1, 2022, for listed companies, but would apply immediately to new listings once the necessary rulemakings and/or standard-setting are effective.

On August 10, 2020, the SEC announced that the SEC Chairman had directed the SEC staff to prepare proposals in response to the report of the President’s working group, and that the SEC was soliciting public comments and information with respect to the development of these proposals.

On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act, or the Act. The Act was approved by the U.S. House of Representatives on December 2, 2020. On December 18, 2020, the Act was signed into public law by the President of the United States. In essence, the Act requires the SEC to prohibit foreign companies from listing securities on U.S. securities exchanges if a company retains a foreign accounting firm that cannot be inspected by the PCAOB for three consecutive years, beginning in 2021. On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act. The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022 the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our securities may be prohibited from trading or delisted.

On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.

On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by Mainland China and Hong Kong authorities in those jurisdictions. The PCAOB has made such designations as mandated under the HFCA Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future.

On August 26, 2022, the SEC issued a statement announcing that the PCAOB signed a SOP with the CSRC and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in China and Hong Kong, jointly agreeing on the need for a framework.

On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate the previous Determination Report to the contrary.

Bush & Associates CPA LLC issued the audit report for our Company for the years ended July 31, 2025 and July 31, 2024. Bush & Associates CPA LLC serves as an auditor of companies that are traded publicly in the United States and is a firm registered with the PCAOB, is subject to laws in the United States, pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Bush & Associates CPA LLC is headquartered in Henderson, Nevada and has been inspected by the PCAOB on a regular basis.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and have elected to take advantage of certain of the scaled disclosure available for smaller reporting companies. We will remain a smaller reporting company until the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million and a public common equity float or public float of more than $700 million. We also would not be eligible for status as a smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

Implications of Being a Controlled Company

Shufang Gao, ~~our~~the Chief Executive Officer of Tianci, ~~has voting~~through ~~control~~his ~~over~~60% ~~approximately~~holding 62in RQS Capital, together with common stock owned by himself, controls securities with 55.1186% of the ~~aggregate~~ voting power of our outstanding voting stock as of the date ~~Company~~of the prospectus. Therefore, we currently meet the definition of a “controlled company” under the corporate governance standards for Nasdaq listed companies and for so long as we remain a controlled company under this definition, we are eligible to utilize certain exemptions from the corporate governance requirements of Nasdaq. ~~Upon the closing of this Underwritten Offering, Shufang Gao will own approximately [●]% of the voting power of our outstanding voting stock.~~

As long as Shufang Gao owns at least 50% of the voting power of our ~~Company~~company, we will be a “controlled company” as defined under the Nasdaq rules.

For so long as we are a controlled company under that definition, we are permitted to rely on certain exemptions from corporate governance rules, including:

	·	an exemption from the rule that a majority of our Board must be independent directors;

	·	an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

	·	an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

Although we do not intend to rely on the “controlled company” exemption under Nasdaq listing rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors.

As a result, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

Our Resale Offering

Certain of our Stockholders will be selling through the Resale Prospectus a total of [●] shares of common stock. We will not receive any proceeds from the sales by the Selling Stockholders of the securities set forth in the Resale Prospectus.

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

· they contain different outside and inside front covers and back covers; · they contain different “Resale Offering” sections in the “Prospectus Summary” section beginning on page [●]; · the “Capitalization” and “Dilution” sections from the Public Offering Prospectus are deleted from the Resale Prospectus; · a “Selling Stockholders” section is included in the Resale Prospectus; · the “Underwriting” section from the Public Offering Prospectus is deleted from the Resale Prospectus and a “Selling Shareholder Plan of Distribution” is inserted in its place in the Resale Prospectus; and · the “Legal Matters” section in the Resale Prospectus on page R-18 deletes the reference to counsel for the underwriter.

Summary Risk Factors

Our business is subject to a number of risks. You should be aware of these risks before making an investment decision. These risks are discussed more fully in the section of this prospectus titled “Risk Factors,” which begins on page 17 of this prospectus. These risks include, among others, that:

RISKS RELATED TO OUR BUSINESS

Risks Related to the Global Logistics Services

· Geopolitical conditions, such as political instability or conflict, terrorist attacks and international hostilities can affect the Maritime transportation industry, which could adversely affect our business. See “Risk Factors - Geopolitical conditions, such as political instability or conflict, terrorist attacks and international hostilities can affect the Maritime transportation industry, which could adversely affect our business.” on page 17. · Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results. See “Risk Factors - Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results.” on page 17. · Failure to compete in our highly competitive industry could harm our business. See “Risk Factors - Our industry is highly competitive, and failure to compete or respond to customer requirements could damage our business and results of operations.” on page 18. · Uncertainty in customer shipments or carrier rates could impact on our margins and results. See “Risk Factors - Difficulty in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact our margins and operating results.” on page 18. · Climate change and related measures could harm our business and finances. See “Risk Factors - Climate change, including measures to address climate change, could adversely impact our business and financial results.” on page 18.

· Roshing faces risks from shipment contents, quality or health issues, and inherent logistics dangers like injury, product damage, and transport incidents. See “Risk Factors - Roshing faces risks associated with the contents of shipments and inventories handled through its logistics services, including real or perceived quality or health issues with the products that are handled through Roshing’s logistics services, and risks inherent in the logistics industry, including personal injury, product damage, and transportation-related incidents.” on page 19. · Roshing faces risks from contracts with shipping suppliers. See “Risk Factors - Roshing is subject to potential risks arising from contractual obligations with shipping suppliers.” on page 19. · Roshing faces risks from evolving customer needs and contracts, risking financial losses, legal liabilities, and reputational damage if not managed carefully. See “Risk Factors - Roshing faces risks from changing customer logistics needs, contractual obligations, and failure to meet customer requirements, which could lead to financial losses, legal liabilities, and damage to Roshing’s reputation if not managed proactively.” on page 20. · Our revenues, operating income, and cash flows may fluctuate due to uncertainty and potential volatility in cargo space and container load demand and supply. See “Risk Factors - Our revenues, operating income and cash flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and supply for cargo space and container loads from time to time.” on page 20. · Seasonality and the impact of weather and other catastrophic events adversely affect Roshing’s operations and profitability. See “Risk Factors - Seasonality and the impact of weather and other catastrophic events adversely affect Roshing’s operations and profitability.” on page 21.

Risks Related to Other Products & Services

· Roshing heavily relies on a few suppliers. See “Risk Factors - Roshing has a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact on its operations.” on page 21. · Defects in Roshing’s hardware products or quality control failures in distribution could hinder sales and lead to product liability claims and costly litigation. See “Risk Factors - Defects in the Hardware Products Roshing sells or failures in quality control related to its distribution of products could impair its ability to sell its products or could result in product liability claims, litigation and other significant events involving substantial costs.” on page 21. · The software and website development market are highly competitive. See “Risk Factors - The software and website development market are highly competitive.” on page 22. · Roshing’s software and website may not perform in line with customer specifications or expectations. See “Risk Factors - Roshing’s software and website may not perform in line with customer specifications or expectations.” on page 22. · If Roshing does not update its products and services, they may become outdated and unable to compete. See “Risk Factors - If Roshing does not continually update its products and/or services, they may become obsolete and Roshing may not be able to compete with other companies.” on page 23. · Roshing may not be able to continue to recruit, train and retain dedicated and qualified consultants. See “Risk Factors - Roshing may not be able to continue to recruit, train and retain dedicated and qualified consultants who are essential to the success of our business and the effective delivery of policy and business advisory services to our individual and corporate clients.” on page 23. · A decline in the market for individual clients could have a material adverse effect on our its business. See “Risk Factors - A decline in the market for individual clients of our Roshing’s business enterprise consulting services and corporate business consulting could have a material adverse effect on our its business, prospects, financial condition and results of operations.” on page 23.

General Business Risks

	·	We have a limited operating history. See “Risk Factors - We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities.” on page 23.
	·	We are currently dependent on a small group of customers for most of our revenue. See “Risk Factors - We are currently dependent on a small group of customers for most of our revenue. If we cannot expand our customer base many-fold, our business may not be successful.” on page 24.

· COVID-19 may adversely impact our business and operating results. See “Risk Factors - We rely on shipping suppliers, cargo owner and cargo agents and Hardware Products suppliers, if they become financially unstable or have reduced capacity to provide services because of pandemics, such as COVID-19, it may adversely impact our business and operating results.” on page 24. · Our business could be negatively affected by rising inflation and interest rates. See “Risk Factors - Our business could be negatively affected by rising inflation and interest rates.” on page 24. · If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively. See “Risk Factors - If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively.” on page 25. · We do not maintain sufficient insurance for our business. See “Risk Factors - The Company and its subsidiaries do not presently maintain fire, theft, product liability or any other property insurance, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us.” on page 25. · Our operating history may not be indicative of our future growth or financial results. See “Risk Factors - Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.” on page 25. · Meeting public company regulations is costly and resource-intensive; lacking proper internal controls could harm financial reporting and disclosure, impacting operations and reputation. See “Risk Factors - We incur significant costs and demands upon management and accounting and finance resources as a result of complying with the laws and regulations affecting public companies; if we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results, our ability to operate our business and our reputation.” on page 25. · We may fail to make necessary acquisitions or investments or enter desirable strategic alliances. See “Risk Factors - We may fail to make necessary acquisitions or investments or enter desirable strategic alliances, and we may not be able to achieve the anticipated benefits from such acquisitions, investments or strategic alliances.” on page 26. · We may not be able to prevent others from unauthorized use of our intellectual property. See “Risk Factors - We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.” on page 27. · We are a“smaller reporting company” under the Securities Exchange Act. See “Risk Factors - We are a“smaller reporting company” under Rule 12b-2 of the Securities Exchange Act of 1934, and we cannot be certain if the scaled disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors and make it more difficult to raise capital as and when we need it.” on page 27. · Anti-takeover provisions contained in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt. See “Risk Factors - Anti-takeover provisions contained in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt.” on page 27. · Any damage to the reputation and recognition of our brand names, may materially and adversely affect our business operations and prospects. See “Risk Factors - Any damage to the reputation and recognition of our brand names, including negative publicity against us, our services, operations and our directors, senior management and business partners may materially and adversely affect our business operations and prospects.” on page 28. · We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings. See “Risk Factors - We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings.” on page 28. · We may engage in transactions that present conflicts of interest. See “Risk Factors - We may engage in transactions that present conflicts of interest.” on page 28. · We face rising labor costs in Hong Kong and risks from non-compliance with employment and labor protection laws. See “Risk Factors - Increases in labor costs in Hong Kong and non-compliance with laws and regulations relating to employment and labor protection may adversely affect the business of Roshing and our results of operations.” on page 33. · We may adjust our business strategies and models. See “Risk Factors - We may adjust our business strategies and models in response to changing market conditions, competitive pressures, or regulatory changes. However, there is no guarantee that these adjustments will be successful, and they may not achieve the desired results, potentially impacting our performance and financial results.” on page 29.

~~RISKS~~Recent ~~RELATED TO DOING BUSINESS IN HONG KONG~~Developments

·Shareholder Approval ~~The Chinese government may exercise significant oversight and discretion over the conduct~~ of ~~our~~Securities ~~business~~Issuances and ~~may~~Further ~~intervene~~Reverse inStock or influence our operations. See “Risk Factors - All our operations are in Hong Kong. However, due to the long arm provisions under the current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our common stock.” on page 29. · We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. See “Risk Factors - We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, the PRC government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or for other use outside of Hong Kong. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock.” on page 30. · Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, Mainland China and other markets where the majority of our clients reside. See “Risk Factors - Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, Mainland China and other markets where the majority of our clients reside.” on page 30. · The “Hong Kong National Security Law” could impact our Hong Kong subsidiary. See “Risk Factors - The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary.” on page 31. · There are political risks associated with conducting business in Hong Kong. See “Risk Factors - There are political risks associated with conducting business in Hong Kong.” on page 31. · New regulatory changes may impact our common stock trading on U.S. exchanges and risk delisting if our auditor remains uninspected by the PCAOB. See “Risk Factors - Recent joint statement by the SEC and the Public Company Accounting Oversight Board (United States), or the PCAOB, proposed rule changes submitted by Nasdaq, and the newly enacted Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the trading of our common stock on U.S. stock exchanges, including the possibility that our securities can be delisted if the PCAOB cannot inspect or fully investigate our auditor.” on page 32. · You may incur additional costs and procedural obstacles in effecting the service of legal process. See “Risk Factors - You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in the prospectus based on Hong Kong laws.” on page 34.Splits

~~RISKS~~On ~~RELATED~~April TO10, 2026, ~~TAXATION~~the holders of an aggregate of 2,347,615 shares of the Company’s common stock, representing approximately 64.87% of the overall voting power of the Company, executed a written consent in lieu of a meeting pursuant to which it approved (i) the implementation of one or more reverse stock splits of the Company’s issued and outstanding shares of common stock at a ratio up to 1-for-250, with the exact ratio and timing to be determined by the Company’s board of directors in its discretion, and with any fractional shares of common stock resulting therefrom being rounded up to the nearest whole share of common stock (the “Further Reverse Stock Splits”); and (ii) the issuance of common stock, pre-funded warrants, warrants or other rights to acquire common stock, common stock issuable upon exercise of pre-funded warrants, warrants or other right, and any combination thereof, including as units or pre-funded units, for aggregate gross proceeds of up to $7 million, which will result in the issuance of a number of shares of the Company’s common stock in excess of 20% of the issued and outstanding shares of common stock , at a price below the Minimum Price as defined in Nasdaq Listing Rule 5635(d) (the “20% Issuance” and collectively with the Further Reverse Stock Splits, the “Actions”).

·Pursuant to ~~Non-compliance~~rules ~~with~~adopted ~~tax~~by ~~obligations~~the ~~may~~SEC ~~adversely~~under ~~affect~~the ~~our~~Securities ~~business~~Exchange ~~and~~Act ~~operation~~of ~~results.~~1934, ~~See~~as ~~“Risk~~amended ~~Factors~~(the -“Exchange ~~Non-compliance~~Act”), ~~with~~an ~~tax~~Information ~~obligations may adversely affect our business and operation results.”~~ Statement on ~~page~~Schedule ~~34.~~14C ·(the ~~A change in tax laws in any country in which we operate might adversely affect us. See~~ “~~Risk~~Information ~~Factors~~Statement”) -describing Athe ~~change~~Actions inwill ~~tax~~be ~~laws~~filed inwith ~~any~~the ~~country~~SEC inand ~~which~~mailed ~~we operate or loss of a major tax dispute or a successful tax challenge~~ to ~~our operating structure, intercompany pricing policies or~~ the ~~taxable~~Company’s stockholders. ~~presence~~None of ~~our~~the ~~subsidiaries~~Actions ~~in certain countries could adversely affect us.” on page 35. · An investment in this Underwritten Offering~~ may ~~involve~~become ~~adverse~~effective ~~U.S.~~earlier ~~federal~~than ~~income~~20 ~~tax~~calendar ~~consequences.~~days ~~See~~following ~~“Risk~~the ~~Factors~~mailing -of Anthe ~~investment~~Information ~~in this Underwritten Offering may involve adverse U~~Statement.~~S. federal income tax consequences.” on page 35.~~

Regained Compliance with Nasdaq Listing Rule 5550(a)(2)

On October 29, 2025, the Company received a written notice from the Listing Qualifications department of Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share of the Company’s common stock (the “Minimum Bid Price Requirement”). The notice provided the Company 180 calendar days to regain compliance with the Minimum Bid Price Requirement, or until April 27, 2026, to regain compliance with the Minimum Bid Price Requirement. If, at any time before the April 27, 2026, the closing bid price for the common stock is at least $1.00 for a minimum of 10 consecutive business days, the Nasdaq will provide us written confirmation of compliance with the Minimum Bid Price Requirement.

On April 6, 2026, the Company received a letter from the Listing Qualifications department of Nasdaq confirming that the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price of the common stock had been $1.00 per share or greater for 10 consecutive business days prior to such letter. For more information on the Company’s regained compliance with the Minimum Bid Price Requirement, see the Current Reports on Form 8-K filed by the Company with the SEC on April 7, 2026, March 17, 2026, and October 30, 2025.

Reverse Stock Split

At the annual meeting of the Company’s stockholders held on February 13, 2026, the Company’s stockholders approved a proposal to grant the Board authority, in its sole discretion, prior to the one-year anniversary of such annual meeting, to effect a reverse stock split of the outstanding shares of common stock, at a ratio ranging from one-for-two (1:2) to one-for-one-hundred (1:100), with the exact ratio to be determined by the Board without further approval or authorization of our stockholders. On March 6, 2026, pursuant to the authority granted by the Company’s stockholders, the Board approved a reverse stock split of our common stock at a ratio of 1-for-7 (the “Reverse Stock Split”). The Reverse Stock Split became effective at 12:01 a.m. Eastern Time March 20, 2026 (the “Effective Time”).

Upon the Reverse Stock Split, every seven(7) shares of the Company’s issued and outstanding common stock immediately prior to the Effective Time shall automatically be reclassified into one (1) share of common stock, without any change in the par value per share. The Reverse Stock Split will not change the total number of authorized shares of common stock.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the Reverse Stock Split will receive one full share of the post-reverse stock split common stock in lieu of such fractional share.

Commencing on March 20, 2026, trading of our Common Stock continued on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis.

Other than our historical financial statements and notes thereto incorporated by reference herein, and except where otherwise noted, all references to our common stock presented in this prospectus have been adjusted to give retroactive effect to the Reverse Stock Split.

~~RISKS~~Increase ~~RELATED~~of TOthe ~~OUR~~Number ~~COMMON~~of ~~STOCK~~Authorized ~~AND~~Shares of ~~THIS~~Common ~~UNDERWRITTEN OFFERING~~Stock

·At ~~Our common stock is currently quoted on~~ the ~~OTC~~annual ~~Pink~~meeting Market. See “Risk Factors - Our common stock is currently quoted on the OTC Pink Market, which may have an unfavorable impact on our stock price and liquidity.” on page 35. · There can be no assurances that an active trading market may develop for our common stock, or if developed, be maintained. See “Risk Factors - There can be no assurances that an active trading market may develop for our common stock, or if developed, be maintained.” on page 36. · An active, liquid, and orderly market for our common stock may not develop. See “Risk Factors - An active, liquid, and orderly market for our common stock may not develop.” on page 36. · Our common stock is subject to the “penny stock” rules of the SEC. See “Risk Factors - Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.” on page 36. · The FINRA sales practice requirements may also limit a stockholderCompany’s ~~ability~~stockholders held to buy and sell our common stock. See “Risk Factors - The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.” on ~~page~~February 37. · Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our Stockholders. See “Risk Factors - Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our Stockholders13, which could adversely affect the rights of the holders of our common stock.” on page 37. · The trading price of our common stock is likely to be volatile. See “Risk Factors - The trading price of our common stock is likely to be volatile2026, ~~which could result in substantial losses to investors.” on page 38. · Short sellers of our stock may be manipulative and may drive down~~ the ~~market~~Company’s ~~price~~stockholders ofapproved our common stock. See “Risk Factors - Short sellers of our stock may be manipulative and may drive down the market price of our common stock.” on page 38. · We have considerable discretion as to the use of the net proceeds from this Underwritten Offering and we may use these proceeds in ways with which you may not agree. See “Risk Factors - We have considerable discretion as to the use of the net proceeds from this Underwritten Offering and we may use these proceeds in ways with which you may not agree.” on page 39. · The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price. See “Risk Factors - The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.” on page 39. · As we do not expect to pay dividends in the foreseeable future, you must rely on a ~~price~~proposal ~~appreciation of our common stock for return on your investment. See “Risk Factors - As we do not expect~~ to increase pay dividends in the foreseeable future, you must rely on a price appreciation of our common stock for return on your investment.” on page 39. · Our CEO beneficially owns the majority of our outstanding stock. See “Risk Factors - Our CEO beneficially owns the majority of our outstanding stock and, accordingly, will have control over stockholder matters, the Company’s ~~business~~total ~~and~~number ~~management.” on page 39. · The sale~~ of ~~securities~~authorized shares ~~by us in any equity or debt financing could result in dilution to our existing Stockholders. See “Risk Factors - The sale~~ of ~~securities by us in any equity or debt financing could result in dilution to our existing Stockholders.” on page 40. · If you purchase our~~ common stock infrom ~~the offering~~100, ~~you will incur immediate and substantial dilution. See “Risk Factors - If you purchase our common stock in the offering~~000,000 ~~you will incur immediate and substantial dilution in the book value of your~~ shares.” on page 40. · A significant portion of our shares of common stock are restricted from immediate resale but may be sold into the market in the near future. See “Risk Factors - A significant portion of our shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to ~~drop significantly~~2,000,000,000 ~~even if our business is doing well~~shares.” onThere ~~page~~will ~~40. · If our common stock is listed on Nasdaq, we may~~ not be ~~able~~any toincrease ~~satisfy the continued listing requirements of Nasdaq~~ to ~~maintain a listing of our common stock. See “Risk Factors - If our common stock is listed on Nasdaq, we may not be able to satisfy~~ the ~~continued~~authorized ~~listing~~number ~~requirements~~ of ~~Nasdaq to maintain a listing~~ shares of ~~our~~preferred ~~common~~ stock~~.” on page 41. · We may require additional capital to support growth. See “Risk Factors - We may require additional capital to support growth~~, ~~and~~which ~~such~~would ~~capital~~remain ~~might~~unchanged ~~not~~at ~~be available on terms acceptable to us~~20,080,000 ~~if at all~~shares. ~~This could hamper our growth and adversely affect our business.” on page 41.~~

The Company filed an amendment to the articles of incorporated, as amended (“Articles of Incorporation”) with the Secretary of State of the State of Nevada on February 18, 2026, and the increase of the number of the common stock became effective at the time of that filing.

Listing on the Nasdaq Capital Market

Our common stock was previously quoted on the OTC Pink Market under the symbol “CIIT.”

On April 11, 2025, the Company closed its public offering, in connection with the uplisting to Nasdaq Capital Market (the “Uplisting”), of 1,750,000 shares of common stock, par value $0.0001 per share and a resale offering of 3,260,000 shares of common stock. The Company completed the Uplisting and resale offering pursuant to its registration statement on Form S-1 (File No. 333-280089), originally filed with the SEC on June 10, 2024, which was declared effective by the SEC on April 9, 2025. The common stock were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Company’s common stock were approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “CIIT” on the Nasdaq Capital Market April 10, 2025, and cease to be traded on the OTC Pink Market.

Corporate Information

We are incorporated under the laws of the State of Nevada. Our principal executive offices are located at Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number is +852 26621800. Our website is www.tianci-ciit.com. Information contained in, or that can be accessed through, our website is not incorporated by reference into this registration statement, and you should not consider information on our website to be part of this registration statement. Our agent for service of process in the United States is Northwest Registered Agent, LLC.

Cash Flows through Our Organization

Tianci International, Inc. is a holding company without operations of its own. We conduct our all operations through our Hong Kong subsidiary, Roshing. As a result, Tianci’s ability to pay dividends depends upon dividends paid by Roshing. If our existing subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Tianci. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing. The PRC laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. See “Regulations related to Hong Kong Taxation -Tax on dividends” on page 80.

We have established controls and procedures for cash flows within our organization. Our management team is the special task force that manages and supervises the transfers of funds among Tianci and its subsidiaries under the Cash Flow Management Policy, an internal policy adopted by Tianci. Under this policy, Tianci focuses on revenue management, cost control, working capital management, implementing financial strategies, and fulfilling compliance reporting duties. Our management team closely monitors and manages cash transfers within our organization by preparing monthly reports and annual budget plans. Each transfer of cash between Tianci, and a subsidiary is also subject to internal report and approval process by reference to such policy. Each transfer of cash between Tianci, RQS Capital, and a subsidiary or branch is also subject to an internal report and approval process by reference to such policy. In addition, cash transfers between Tianci, its subsidiaries, or investors shall follow the applicable Hong Kong laws and regulations.

THE OFFERING

Issuer		Tianci International, Inc.
Issuer:		Tianci International, Inc.
Common stock offered by the Underwritten Offering		[●] shares of common stock, par value $0.0001 per share (or [●] shares assuming the underwriter exercise its over-allotment option in full)
Securities offered by us:		Up to 4,800,000 Units with each Unit consisting of (i) one share of common stock and (ii) one Common Warrant to purchase one share of common stock at an assumed offering price of $1.25 per Unit, the last reported sale price of our common stock as reported on Nasdaq on May 28, 2026. We are also offering to each purchaser whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, up to 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Units each including one Pre-Funded Warrant and one Common Warrant. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until exercised, in full at an exercise price of $0.001 per share of common stock. This prospectus also relates to the offering of common stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants sold in this offering. For each Pre-Funded Unit we sell (without regard to any limitation on exercise set forth therein), the number of Units we are offering will be decreased on a one-for-one basis. The Units will not be certificated or issued in stand-alone form. The shares of our common stock (or Pre-Funded Warrants) and the warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering. For additional information regarding the terms of the Pre-funded Warrants, see “Description of Capital Stock and Securities We Are Offering”
Over-allotment Option		We have granted the underwriter 45 days from the closing of the Underwritten Offering to purchase up to an additional [●] shares of our common stock, or 15% of the total shares of the common stock to be offered by us pursuant to this Underwritten Offering, on the same terms as the other common stock being purchased by the underwriter.
Reasonable Best Efforts Offering:		We have agreed to offer and sell the securities offered hereby directly to the purchasers. We have retained Maxim to act as our exclusive placement agent to use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. The placement agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby. See “Plan of Distribution.”
Offering price for shares sold in the Underwritten Offering		We estimate that the public offering price will be between $[●] and $[●] per share.
Common stock outstanding immediately after the Underwritten Offering		[●] shares (or [●] shares assuming the underwriter exercise its over-allotment option in full)
Listing		We intend to apply to list our common stock listed on the Nasdaq Capital Market. The closing of the Underwritten Offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq. If our application is not approved, the Underwritten Offering will not be completed.
Proposed ticker symbol		We intend to apply to list our common stock on Nasdaq under the symbol “CIIT.”
Use of proceeds		We intend to use the net proceeds from the Underwritten Offering as follows: 40% of the net proceeds for logistics promotion and marketing, 40% for working capital and general corporate purposes and 20% for recruitment of talented personnel. See “Use of Proceeds”.
Lock-up		We and our directors, officers and certain principal stockholders (holders of 5% or more of our shares of common stock) have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 180 days after the date of this prospectus. See “Underwriting – Lock-Up Agreements”.
Underwriter’s warrants		Upon the closing of the Underwritten Offering, we will issue to Prime Number Capital, LLC, as the underwriter’s warrants entitling the underwriter to purchase 5.0% of the aggregate number of shares sold in the Underwritten Offering, including any shares issued pursuant to exercise of the underwriter’s over-allotment option. The exercise price of the underwriter’s warrants is equal to 120% of the price of our common stock offered hereby. The underwriter’s warrants, once issued, will be exercisable for a period of five years from the commencement of sales of the public offering, may be exercised on a cash or cashless basis, and will terminate on the fifth anniversary of the commencement of sales of the public offering.
Risk factors		Investing in our common stock involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should read “Risk Factors” beginning on page 17 for a discussion of factors to carefully consider before deciding to invest in our common Stock.

Except as otherwise indicated herein, all information in this prospectus assumes no exercise by the underwriter of its over-allotment option to purchase additional shares or the underwriter’s warrants and is based on 14,781,803 shares of common stock outstanding as of January 31, 2024 and as of the date of this prospectus.13


Shares of common stock issued and outstanding prior to this offering:		3,618,907 shares of common stock

Shares of common stock to be outstanding after this offering:		8,418,907 shares of common stock, assuming (i) the sales of all the securities being offered in this offering at an assumed offering price of $1.25 per Unit, (ii) no sale of the Pre-Funded Units, and (iii) no exercise of the Common Warrants or the Placement Agent Warrants. Up to 13,458,907 shares of common stock, assuming (i) the sales of all the securities being offered in this offering at an assumed offering price of $1.25 per Unit, (ii) no sale of the Pre-Funded Units, and (iii) full exercise of the Common Warrants and Placement Agent Warrant; and

Description of Warrants:		Each Common Warrant will be exercisable to purchase one share of common stock. Each Common Warrant will have an assumed initial exercise price of $1.25 per share of common stock (100% of the offering price of each Unit in this offering, the “Basis Price”), will be exercisable upon issuance, and will expire three (3) year from the issuance date. Each Common Warrant is exercisable for one share of common stock, subject to adjustment mechanism and anti-dilution provisions in the event of future dilutive issuance, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock as described herein. The Common Warrants contain certain mechanisms for cashless exercise if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the warrant shares. Each Pre-Funded Warrant will be exercisable for one share of common stock. Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, up to 9.99%) of the number of our common stock outstanding immediately after giving effect to such exercise. The purchase price of each Pre-Funded Unit will equal the price per Unit minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share of common stock. The Pre-Funded Warrants are immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. This offering also relates to the offering of the shares of common stock issuable upon the exercise of the warrants. For more information regarding the Pre-Funded Warrants and Common Warrants, you should carefully read the section titled “Description of Capital Stock and Securities We Are Offering” in this prospectus. You should also read the form of Common Warrant, which is filed as an exhibit to the registration statement that includes this prospectus.

SUMMARY CONSOLIDATED FINANCIAL DATA

Placement Agent Warrants		Upon the closing of this offering, we will issue to Maxim or its designee, as the placement agent in this offering, warrants entitling it to purchase a number of shares of common stock equal to 5.0% of the Units sold in this offering at an exercise price equal to 100% of the public offering price in connection with the offering (the “Placement Agent Warrants”). The terms of the Placement Agent Warrants will be substantially similar to those of the Common Warrants issued in the Offering. The Placement Agent Warrants will be exercisable at any time and from time to time, in whole or in part, during the three year period commencing six months after the sales of securities in this offering. This offering also relates to the offering of the shares of common stock issuable upon the exercise of the Placement Agent Warrants. Please see “Plan of Distribution” and the form of Placement Agent Warrant filed as an exhibit hereto for a complete description of the terms of the Placement Agent Warrants.

Use of Proceeds		Assuming the maximum number of Units are sold in this offering at an assumed public offering price of $1.25 per Unit and no issuance of Pre-Funded Warrants in connection with this offering, we estimate that the net proceeds from our sale of Units in this offering will be approximately $5.22 million, after deducting the placement agent fees and estimated offering expenses payable by us. However, because this is a reasonable best effort offering with no minimum number of securities or amount of proceeds as a condition to closing, we may not sell all or any of these securities offered pursuant to this prospectus and we may receive significantly less in net proceeds. We anticipate using the net proceeds of this offering primarily for the working capital and other general corporate purposes. See “Use of Proceeds.”

Shareholder Approval		The issuance of such Units and Pre-Funded Units will result in the issuance, in the aggregate, of 20% or more of the Company’s outstanding common stock or voting power immediately following the closing of the transaction. Accordingly, the Company has determined that, for purposes of complying with Nasdaq Listing Rule 5635(d), stockholder approval is required in connection with the issuance of such securities. The Company obtained the requisite stockholder approval for purposes of Nasdaq Listing Rule 5635(d) on April 10, 2026, which the holders of an aggregate of 2,347,615 shares of the Company’s common stock, representing approximately 64.87% of the overall voting power of the Company, executed a written consent in lieu of a meeting, giving such requisite stockholder approval for purposes of Nasdaq Listing Rule 5635(d). Pursuant to rules adopted by the SEC under the Exchange Act, an Information Statement on Schedule 14C describing the Actions will be filed with the SEC and mailed to the Company’s stockholders. None of the Actions may become effective earlier than 20 calendar days following the mailing of the Information Statement.

Voting Rights		Each share of our common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders.

The following summary consolidated financial statements for the three and six months ended on January 31, 2024, and 2023, as well as summary consolidated financial statements for the years ended July 31, 2023 and 2022 are derived from our unaudited interim consolidated financial statements, and audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied. The consolidated financial statements include the accounts of the Company, and its subsidiaries. All intercompany transactions and balances between the Company, and its subsidiaries are eliminated upon consolidation.

Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following summary financial information in conjunction with the consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following table presents our summary consolidated statements of operations for the three and six months ended on January 31, 2024 and 2023, and for the years ended July 31, 2023 and 2022.

	For the three months ended January 31,
	2024		2023
Revenues	$	2,894,128	$	98,730
Cost of Revenues		2,555,024		78,800
Gross profit		339,104		19,930
Selling and marketing		133,763		6,001
General and administrative		136,721		19,202
(Loss) income from operations		68,620		(5,273	)
Provision for income taxes		7,141		(224	)
Net (loss) income		100,714		(5,497	)
Less: net (loss) income attributable to non-controlling interest		19,581		(550	)
Net (loss) income attributable to Tianci		81,133		(4,947	)

	For the six months ended January 31,
	2024			2023
Revenues	$	4,220,776		$	223,100
Cost of Revenues		3,647,895			187,355
Gross profit		572,881			35,745
Selling and marketing		235,834			8,160
General and administrative		255,426			34,214
(Loss) income from operations		81,621			(6,629	)
Provision for income taxes		(11,972	)		–
Net (loss) income		94,602			(6,629	)
Less: net (loss) income attributable to non-controlling interest		29,253			(663	)
Net (loss) income attributable to Tianci		65,349			(5,966	)

	For the year ended July 31,
Dividend Policy	We have never declared or paid dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See “Dividend Policy” on page 29 for additional information.
	2023			2022
Lock-up	We and all of our executive officers and directors will enter into lock-up agreements with the Placement Agent. Under these agreements, we and each of these persons may not, without the prior written approval of the Placement Agent, offer, sell, contract to sell or otherwise dispose of or hedge common stock or securities convertible into or exchangeable for common stock, subject to certain exceptions. The restrictions contained in these agreements will be in effect for a period of three (3) months after the closing of this offering. For more information, see “Plan of Distribution”
Revenues	$	452,409		$	752,839
Risk Factors	An investment in our securities involves substantial risks. See “Risk Factors” beginning on page 17 and the similarly titled sections in the documents incorporated by reference into this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our securities. You should be aware that Nasdaq may halt trading in our common stock and/or delist our common stock for public interest concerns. See “Risk Factors — Nasdaq may halt trading in our common stock on Nasdaq or delist our common stock for public interest concerns as a result of this offering.”
Cost of Revenues		456,494			478,521
Transfer Agent and Warrant Agent	Securities Transfer Corporation
Gross (loss) income		(4,085	)		274,318
Nasdaq Listing Symbol	Our common stock is listed on the Nasdaq Capital Market under the symbol “CIIT.” There is no established public trading market for the Pre-Funded Warrants or the Common Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Pre-Funded Warrants or the Common Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants or the Common Warrants will be limited.
Selling and marketing		54,169			4,912
General and administrative		285,740			77,590
(Loss) income from operations		(343,994	)		191,816
Provision for income taxes		12,095			31,650
Net (loss) income		(356,089	)		160,166
Less: net (loss) income attributable to non-controlling interest		(14,879	)		16,017
Net (loss) income attributable to Tianci		(341,210	)		144,149

~~The~~Unless ~~following~~otherwise ~~is a summary of consolidated financial data as of January 31~~indicated, ~~2024,~~this ~~July~~prospectus ~~31, 2023~~ reflects and ~~2022~~assumes ~~and for~~ the ~~six months ended January 31, 2024 and 2023 and for the years ended July 31, 2023 and 2022.~~following:

	January 31		July 31		July 31
	2024		2023		2022
		(Unaudited)
Current assets	$	886,140	$	312,226	$	758,900
Total non-current assets		1,656		7,978		1,439
Total assets	$	887,796	$	320,204	$	760,339
Total liabilities	$	193,504	$	598,836	$	655,580

the effectiveness of the Reverse Stock Split at a ratio of 1-for-7, which became effective at 12:01 a.m. Eastern Time on March 20, 2026;

	For the six months ended
	January 31,
	2024		2023
Net cash provided by operating activities	$	109,822	$	217,000
Net cash used in investing activities		–		–
Net cash provided by (used in) financing activities		433,213		(63,305	)
Net change in cash and restricted cash	$	543,035	$	153,695

no exercise of outstanding options or warrants;

	For the year ended
	July 31,
	2023			2022
Net cash provided by (used in) operating activities	$	324,581		$	(84,161	)
Net cash used in investing activities		–			–
Net cash provided by (used in) financing activities		(89,476	)		85,148
Net change in cash and restricted cash	$	235,105		$	987

no Pre-Funded Units are issued hereby; and

~~Our~~· ~~historical~~no ~~results~~exercise ~~for~~of ~~any~~the ~~period~~Placement ~~are not~~Agent ~~necessarily~~Warrants ~~indicative of results~~ to be ~~expected~~issued ~~for~~upon ~~any~~consummation future period. You should read the following summary financial information in conjunction with the consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of ~~Financial Condition and Results of Operations” included elsewhere in~~ this ~~prospectus~~offering.

RISK FACTORS

Investing in our ~~common stock~~securities involves a high degree of risk. ~~Before~~Please ~~investing~~see the risk factors under the heading “Risk Factors” in our ~~common~~Annual ~~stock,~~Report ~~you~~on ~~should~~Form ~~carefully~~10-K ~~consider~~for the ~~risks~~year ~~described~~ended ~~below~~July 31, ~~as well~~2025, ason file with the ~~other~~SEC, ~~information~~and is incorporated herein by reference, and those risk factors identified in ~~this~~reports ~~prospectus~~subsequently filed with the SEC, including our ~~consolidated~~Quarterly ~~financial~~Reports on ~~statements~~Form ~~and~~10-Q, ~~the~~which ~~related~~are ~~notes~~incorporated by reference into this prospectus. InBefore ~~addition~~you invest in our securities, we ~~may~~you ~~face~~should ~~additional~~carefully consider these risks ~~and~~as ~~uncertainties~~well ~~not~~as ~~currently~~other ~~known~~information towe ~~us,~~include or ~~which~~incorporate asby ofreference ~~the~~into ~~date~~this prospectus. All of ~~this~~these ~~registration~~risk factors ~~statement~~are weincorporated ~~might not~~herein ~~consider~~in ~~significant,~~their ~~which~~entirety. ~~may~~The ~~adversely~~risks ~~affect~~and ~~our~~uncertainties ~~business.~~we Ifhave ~~any~~described ofare not the ~~following~~only ~~risks~~ones ~~occur,~~facing our company. ~~business,~~Additional ~~financial~~risks ~~condition~~ and ~~results~~uncertainties ofnot ~~operations~~presently ~~could~~known beto ~~materially~~us ~~adversely~~or ~~affected.~~that Inwe ~~such~~currently ~~case~~deem ~~the~~immaterial ~~trading~~may ~~price~~also ofaffect our business ~~common~~operations. ~~stock~~The ~~could~~occurrence ~~decline~~of ~~due to~~ any of these risks ormight ~~uncertainties,~~cause ~~and~~ you ~~may~~to lose ~~part~~all or ~~all~~part of your investment in the offered securities. Certain statements in this section, or which are incorporated by reference in this section, are forward-looking statements. For more information, see the sections of this prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Where You Can Find More Information.”

~~RISKS~~Risks ~~RELATED~~Related TOto ~~OUR~~our Securities and ~~BUSINESS~~the Offering

~~Risks~~Nasdaq ~~Related~~may tohalt ~~the~~trading in our common stock ~~Global~~on ~~Logistics~~Nasdaq ~~Services~~or delist our common stock for public interest concerns as a result of this offering.

~~Geopolitical~~Under ~~conditions~~Listing Rule 5101, Nasdaq has broad discretionary ~~such~~authority asto ~~political~~suspend ~~instability~~or delist particular securities based on any event, condition, or ~~conflict~~circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, ~~terrorist~~even ~~attacks~~though ~~and~~the ~~international~~securities ~~hostilities~~meet ~~can~~all ~~affect~~enumerated criteria for continued listing on Nasdaq. Because of the ~~Maritime~~highly ~~transportation~~dilutive ~~industry~~nature of this offering, Nasdaq may halt trading in our common ~~which~~stock ~~could~~on ~~adversely~~Nasdaq ~~affect~~or delist our ~~business~~common stock for public interest concerns or because our common stock continue to trade below Nasdaq’s minimum bid price as a result of this offering, even if we are otherwise able to regain compliance for continued listing on Nasdaq. A number of Nasdaq-listed companies have filed public disclosures regarding the receipt of notification letters indicating that Nasdaq made the determination to halt and/or delist such companies as a result of public interest concerns arising from the issuance of warrants with similar terms to, and similar potential dilutive impact as, the warrants in this offering.

WeThe ~~conduct~~issuance ~~most~~of the Units and Pre-Funded Units will result in the issuance, in the aggregate, of ~~our~~20% or more of the Company’s outstanding common stock or voting power immediately ~~operations~~following ~~outside~~the closing of the ~~United~~transaction. ~~States~~Accordingly, ~~and~~the ~~our~~Company ~~business~~has determined that, ~~results~~for purposes of ~~operations~~complying with Nasdaq Listing Rule 5635(d), ~~cash~~stockholder ~~flows~~approval is required in connection with the issuance of such securities. On April 10, ~~financial~~2026, ~~condition~~the ~~and~~holders ~~ability~~of toan ~~pay~~aggregate ~~dividends~~of 2,347,615 shares of the Company’s common stock, representing approximately 64.87% ifof ~~any~~the overall voting power of the Company, executed a written consent in lieu of a meeting pursuant to which it approved the ~~future~~issuance ~~may~~of becommon ~~adversely~~stock, ~~affected~~pre-funded bywarrants, ~~changing~~warrants ~~economic~~or other rights to acquire common stock, ~~political~~common stock ~~and~~issuable ~~government~~upon ~~conditions~~exercise inof ~~the~~pre-funded ~~countries~~warrants, warrants or other right, and ~~regions~~any combination thereof, including as units or pre-funded ~~where~~units, wefor ~~operate.~~aggregate ~~Moreover~~gross proceeds of up to $7 million, wewhich ~~operate~~will result in the issuance of a number ~~sector~~of shares of the ~~economy~~Company’s ~~that~~common ~~has~~stock ~~been~~in excess of 20% of the issued and isoutstanding ~~likely~~shares toof ~~continue~~common tostock be, ~~adversely~~at a ~~impacted~~price bybelow the Minimum Price as defined in Nasdaq Listing Rule 5635(d). While we believe that such shareholder approval mitigates the ~~effects~~public ofinterest ~~geopolitical~~concerns ~~developments~~that Nasdaq has identified, ~~including~~there ~~political~~can ~~instability~~be orno ~~conflict~~assurance that Nasdaq will agree, ~~terrorist~~and ~~attacks~~our orcommon ~~international~~stock ~~hostilities~~may be delisted from Nasdaq.

~~Currently~~Additionally, ~~the~~warrants ~~world economy~~with ~~faces~~similar aterms ~~number~~issued ofby ~~challenges,~~other ~~including~~Nasdaq-listed companies ~~tensions~~have ~~between~~caused ~~the~~such ~~United~~Nasdaq-listed ~~States~~companies’ ~~and~~stock ~~China,~~prices ~~new~~to ~~and~~drop ~~continuing~~below ~~turmoil~~Nasdaq’s ~~and~~minimum ~~hostilities in~~bid ~~Russia,~~price ~~Ukraine,~~or ~~the~~made ~~Middle~~it ~~and~~more difficult ~~other~~for ~~geographic~~these ~~areas~~companies ~~and~~to ~~countries,~~cause ~~continuing~~their ~~economic~~stock ~~weakness~~prices into ~~the~~regain ~~European~~compliance ~~Union~~with ~~and~~Nasdaq’s ~~slowing growth~~minimum inbid ~~China and the continuing threat of terrorist attacks around the world~~price.

~~Trade~~Therefore, ~~barriers to protect~~even ~~domestic~~if ~~industries~~we ~~against~~consummate ~~foreign~~this ~~imports~~offering ~~depress~~at ~~shipping~~a ~~demand.~~price ~~Protectionist~~above ~~developments,~~Nasdaq’s ~~such~~minimum asbid ~~the imposition of trade tariffs or the perception they may occur~~price, ~~may~~there ~~have~~can abe ~~material~~no ~~adverse~~assurance ~~effect~~that onour ~~global~~common ~~economic~~stock ~~conditions,~~will not ~~and~~again ~~may~~drop ~~significantly~~below ~~reduce~~such ~~global trade. Moreover~~price, ~~increasing~~which ~~trade protectionism~~ may cause anNasdaq ~~increase~~to indelist ~~(a)~~our ~~the~~common ~~cost~~stock. ofNasdaq ~~goods~~could ~~exported~~in ~~from~~its ~~regions~~discretion ~~globally,~~determine ~~(b)~~that the ~~length~~issuance of ~~time required to transport goods and (c)~~ the ~~risks~~securities ~~associated~~in ~~with~~this ~~exporting~~offering ~~goods.~~was ~~Such~~against ~~increases~~public ~~may significantly affect the quantity of goods to be shipped~~interest, ~~shipping~~make ~~time~~at ~~schedules,~~delisting ~~voyage~~determination ~~costs~~ and ~~other~~if ~~associated~~we ~~costs,~~appealed ~~which~~such ~~could~~determination, halt ~~have~~trading anin ~~adverse impact~~our oncommon ~~our~~stock ~~charterers’~~pending ~~business,~~such ~~operating~~appeal. ~~results~~Any ~~and~~delisting ~~financial~~determination ~~condition~~or ~~and~~suspension ~~could~~of ~~thereby~~the ~~affect~~trading ~~their~~of ~~ability~~our tocommon ~~make~~stock ~~timely~~by ~~charter~~Nasdaq ~~hire~~would ~~payments~~have tomaterial usadverse ~~and~~consequences to ~~renew and increase~~ the ~~number~~value of ~~their~~our ~~time~~common ~~charters~~stock ~~with~~as ~~us.~~described ~~This~~under ~~could~~“Risk ~~have a material adverse effect~~Factors--We onmay ~~our~~not ~~business,~~be ~~financial~~able ~~condition~~to ~~and~~maintain ~~operating~~the ~~results.~~listing ~~Further,~~of ~~protectionist~~our ~~policies~~common instock ~~any~~on ~~country~~Nasdaq, which could ~~impact~~adversely ~~global~~affect ~~markets, including~~our ~~foreign~~liquidity ~~exchange~~ and ~~securities~~the ~~markets.~~trading ~~Any resulting changes in currency exchange rates, tariffs, treaties~~ volume and ~~other~~market ~~regulatory matters~~price ~~could~~of ~~in turn adversely impact~~ our ~~business,~~common ~~results~~stock ofand ~~operations,~~decrease ~~financial~~or ~~condition~~eliminate ~~and~~your ~~cash flows~~investment.”

Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results.

The Company primarily provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary markets and adversely impact our operating results. For example, international trade is influenced by:

· currency exchange rates and currency control regulations; · interest rate fluctuations; · changes and uncertainties in governmental policies and inter-governmental disputes, which could result in increased tariff rates, quota restrictions, trade barriers and other types of restrictions;

·Our ~~changes~~CEO inbeneficially ~~and~~owns ~~application~~the majority of ~~international~~our ~~and~~outstanding ~~domestic~~stock ~~customs, trade~~ and ~~security regulations; · wars~~, ~~strikes~~accordingly, ~~civil~~will ~~unrest,~~have ~~acts~~control ofover ~~terrorism,~~stockholder ~~and other conflicts; · changes in labor and other costs~~matters, ~~including~~ the ~~impacts~~Company’s business ~~of inflation; · increased global concerns regarding working conditions~~ and environmental sustainability; · changes in consumer attitudes regarding goods made in countries other than their own; · changes in availability of credit; and · changes in the price and readily available quantities of oil and other petroleum-related productsmanagement.

~~Our~~Shufang Gao, the Chief ~~industry~~Executive isOfficer ~~highly~~of ~~competitive~~Tianci, ~~and~~through ~~failure~~his to60% ~~compete~~holding orin ~~respond~~RQS toCapital, ~~customer~~together ~~requirements~~with ~~could~~common ~~damage~~stock ~~our~~owned ~~business~~by ~~and~~himself, ~~the~~controls ~~results~~securities with 55.86% of ~~operations~~ the voting power in Tianci. As a result, Mr. Gao will have the ability to:

~~The~~· ~~global logistics~~Elect ~~services~~or ~~industry~~defeat ~~is intensely competitive and is expected to remain so for~~ the ~~foreseeable~~election ~~future. There are a large number~~ of ~~companies~~our ~~competing~~directors; in· ~~one~~Amend or ~~more~~prevent ~~segments~~amendment of ~~the~~our ~~industry,~~Articles ~~but the number~~ of ~~firms~~Incorporation ~~with~~or abylaws; ~~global~~· ~~network~~Effect ~~that~~or ~~offer~~prevent a ~~full complement of logistics services is more limited. Nevertheless~~merger, ~~many~~sale of ~~these~~assets ~~competitors~~or ~~have~~other ~~significantly~~corporate ~~more~~transaction; ~~resources than the Company~~ and ~~may~~ ~~pursue~~· ~~acquisition~~Affect ~~opportunities and are developing new technologies to gain competitive advantages. Depending on~~ the ~~location~~outcome of ~~the~~ ~~shipper~~any ~~and~~other ~~the~~matter ~~importer,~~submitted weto must compete against niche players, larger entities including carriers, and emerging technology companies. The primary competitive factors are price and quality of service. Many larger customers utilize the ~~services~~Stockholders offor ~~multiple logistics providers~~vote. Customers regularly solicit bids from competitors in order to improve service and to secure favorable pricing and contractual terms such as: longer payment terms; flexible-price arrangements; and performance penalties. Increased competition and competitors’ acceptance of expanded contractual terms coupled with customers’ dissatisfaction with elevated rates, scarce capacity, and extended transit times could result in loss of business, reduced revenues, reduced margins, higher operating costs or loss of market share, any of which would damage our results of operations, cash flows and financial condition.

~~Difficulty~~Moreover, because of inthe ~~forecasting~~significant ~~timing~~ownership orposition ~~volumes~~held ofby ~~customer~~Mr. ~~shipments~~Gao, new investors will not be able to effect a change in the Company’s business or ~~rate~~management, ~~changes~~and bytherefore, ~~carriers~~stockholders ~~could~~would ~~adversely~~be ~~impact~~subject ~~our~~to ~~margins~~decisions made by management and ~~operating~~the ~~results~~majority stockholder.

WeIn ~~are~~addition, ~~not~~our management’s ~~aware~~stock ofownership ~~any~~may ~~accurate~~discourage ~~means~~a ofpotential ~~forecasting~~acquirer ~~short-term~~from ~~customer~~making ~~requirements.~~a ~~However,~~tender ~~long-term~~offer ~~customer~~or ~~satisfaction~~otherwise ~~depends~~attempting ~~upon our ability~~ to ~~meet~~obtain ~~these~~control ~~unpredictable~~over ~~short-term customer requirements. Personnel costs~~us, ~~one of our larger costs, are always less flexible~~which in ~~the~~turn ~~very~~could ~~near~~reduce ~~term~~our asstock weprice ~~must~~or ~~staff~~prevent toour ~~meet~~stockholders ~~uncertain~~from ~~demand.~~realizing As a ~~result,~~premium ~~short-term~~over ~~operating~~our ~~results~~stock ~~could be disproportionately affected~~price.

The ~~timing~~trading price of our ~~revenues~~common stock is, likely to abe ~~large degree~~volatile, ~~impacted~~which bycould ~~factors~~result ~~out of our control, such as a sudden change~~ in ~~consumer~~substantial ~~demand~~losses ~~for~~to goods, changes in trade tariffs, product launches and/or manufacturing production delays. Additionally, many customers ship a significant portion of their goods at or near the end of a quarter, and therefore, we may not learn of a shortfall in revenues until late in a quarter. To the extent that a shortfall in revenues or earnings was not expected by securities analysts or investors~~, any such shortfall from levels predicted by securities analysts or investors could have an immediate and adverse effect on the trading price of our stock~~.

~~Volatile market~~The ~~conditions~~trading ~~can~~price ~~create~~of our ~~situations~~common ~~where~~stock ~~rate~~is ~~increases~~likely ~~charged~~to bybe ~~carriers~~volatile and ~~other~~could ~~service~~fluctuate ~~providers~~widely ~~are~~due ~~implemented~~to ~~with~~factors ~~little~~beyond our control. This may happen because of broad ormarket noand ~~advance~~industry ~~notice.~~factors, Weincluding ~~often~~the ~~cannot~~performance ~~pass~~and ~~these~~fluctuation ~~rate~~of ~~increases~~the onmarket toprices ~~our~~of ~~customers~~other incompanies with business operations located outside of the ~~same~~United ~~time~~States ~~frame,~~that ifhave atlisted ~~all~~their securities in the United States. AsIn aaddition ~~result,~~to ~~our~~market and industry factors, ~~yields~~the price and ~~margins~~trading ~~can~~volume for our common stock may be ~~negatively~~highly ~~impacted.~~volatile for factors specific to our own operations, including the following:

~~Climate change~~· variations in our revenues, ~~including~~earnings ~~measures~~and tocash ~~address~~flow; ~~climate~~· ~~change~~announcements of new investments, ~~could~~acquisitions, ~~adversely~~strategic ~~impact~~partnerships ~~our~~or ~~business~~joint ~~and~~ventures ~~financial~~by ~~results.~~us or our competitors;

~~The~~· ~~long-term effects~~announcements of ~~climate~~new ~~change~~offerings, ~~are~~solutions ~~difficult to predict~~ and ~~may~~expansions beby ~~widespread.~~us ~~The impacts of climate change may include physical risks (such as rising sea levels, which could affect port operations~~ or ~~frequency and severity of extreme weather conditions, which could disrupt~~ our ~~operations~~competitors; ~~and~~· ~~damage~~detrimental cargo and our facilities), compliance costs and transition risks (such as increased regulation and taxation to support carbon emissions reduction investments), shifts in customer demands (such as customers requiring more fuel efficient transportation modes or transparency to carbon emissions in their supply chains) and customer contractual requirements around environmental initiatives and other adverse ~~effects.~~publicity ~~Our~~about ~~non-asset model gives~~ us ~~flexibility and an ability to change locations~~, ~~modes,~~our ~~and carriers based on evolving operating conditions. However~~brand, ~~such impacts may disrupt~~ our ~~operations~~services byor ~~adversely affecting~~ our ~~ability~~industry; to· ~~procure~~additions ~~services that meet regulatory~~ or ~~customer~~departures ~~requirements,~~of ~~depending~~key onpersonnel; ~~the~~and ~~availability~~· ofpotential ~~sufficient~~litigation ~~appropriate~~or ~~logistics~~regulatory ~~solutions~~investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

In ~~addition,~~ the ~~increasing~~past, ~~concern~~stockholders of ~~over~~public ~~climate~~companies ~~change~~have ~~has~~often ~~resulted~~brought ~~and~~securities ~~may~~class ~~continue~~action tosuits ~~result~~against inthose ~~more~~companies ~~regulations~~following ~~relating~~periods toof ~~climate~~instability ~~change,~~in ~~including~~the market ~~regulating~~price ~~greenhouse~~of ~~gas~~their ~~emissions,~~securities. ~~restrictions~~If onwe ~~modes~~were ofinvolved ~~transportation~~in a class action suit, ~~alternative~~it ~~energy~~could ~~policies~~divert ~~and~~a ~~sustainability~~significant ~~initiatives,~~amount of our management’s ~~such~~attention asand ~~the~~other ~~FuelEU~~resources ~~Maritime~~from ~~initiative~~our orbusiness ~~the~~and EUoperations ~~Emissions~~and ~~Trading~~require ~~System.~~us Ifto ~~Hong~~incur ~~Kong~~significant ~~imposes~~expenses ~~more~~to ~~stringent~~defend ~~restrictions~~the ~~and~~suit, ~~requirements~~which ~~than~~could harm our ~~current~~results ~~legal~~of operations. Any such class action suit, whether or ~~regulatory~~not ~~obligations~~successful, wecould ~~may~~harm ~~experience~~our ~~disruptions~~reputation ~~in,~~and orrestrict ~~increases~~our ability to raise capital in the ~~costs~~future. ~~associated~~In ~~with~~addition, ~~delivering our~~if ~~services~~a claim is successfully made against us, ~~which~~we may ~~negatively~~be ~~affect~~required ~~our~~to ~~operating~~pay ~~our~~significant damages, ~~results~~which ofcould ~~operations,~~have ~~cash~~a ~~flows~~material ~~and~~adverse effect on our financial condition and results of operations.

~~Roshing faces risks~~ ~~associated~~Short ~~with~~sellers ~~the contents~~ of ~~shipments~~our ~~and~~stock ~~inventories~~may ~~handled~~be ~~through~~manipulative ~~its logistics services, including real or perceived quality or health issues with the products that are handled through Roshing’s logistics services,~~ and ~~risks~~may ~~inherent~~drive indown the ~~logistics~~market ~~industry, including~~price ~~personal~~of ~~injury,~~our ~~product~~common ~~damage, and transportation-related incidents~~stock.

~~The~~Short ~~logistics services~~selling ~~Roshing~~is ~~provides~~the practice ~~are~~of ~~subject~~selling tosecurities ~~accident~~that ~~risks,~~the ~~including~~seller ~~ship~~does ~~collisions,~~not ~~cargo~~own ~~damage,~~but ~~and~~rather ~~cargo~~has ~~loss.~~borrowed ~~Such~~or ~~events~~intends ~~can~~to ~~result in~~borrow ~~significant~~from ~~financial~~a ~~costs,~~third ~~legal~~party ~~liability,~~with ~~and~~the ~~reputational~~intention of ~~damage.~~buying Inidentical ~~addition,~~securities ~~Roshing’s~~at ~~logistics~~a ~~service~~later ~~involve~~date ~~handling a~~to ~~large~~return ~~volume~~them ofto ~~bulk~~the ~~merchandise~~lender. ~~and~~A ~~containers,~~short ~~through~~seller ~~cargo~~hopes ~~and~~to ~~freights~~profit ~~operated~~from bya ~~third-party~~decline ~~shipping~~in ~~suppliers~~the ~~across Roshing’s~~value ~~logistics~~of ~~services,~~the ~~and~~securities ~~face~~between ~~challenges~~the ~~with~~sale ~~respect~~of to the ~~protection~~borrowed securities and ~~examination~~the purchase of ~~these~~the ~~bulk~~replacement ~~merchandise~~shares, ~~and~~as ~~containers.~~the ~~Bulk~~short seller expects ~~merchandise~~to ~~and~~pay ~~containers~~less in ~~its~~that ~~network~~purchase ~~may~~than beit ~~delayed,~~received ~~stolen,~~in ~~damaged~~the orsale. ~~lost~~As ~~during~~it ~~delivery~~is ~~for~~therefore ~~various~~in ~~reasons,~~the ~~and~~short weseller’s ~~may~~interest befor ~~perceived or~~the ~~found~~price ~~liable~~of ~~for~~the stock ~~such~~to ~~incidents. Unsafe items~~decline, ~~such~~some asshort ~~flammables~~sellers ~~and explosives~~publish, ~~toxic~~ or ~~corrosive~~arrange ~~items~~for ~~and~~the ~~radioactive~~publication ~~materials~~of, ~~may~~ ~~damage~~opinions ~~other~~or ~~bulk~~characterizations ~~merchandise~~regarding ~~and~~the ~~containers in shipping process~~relevant issuer, ~~harm~~its ~~the~~business ~~personnel~~prospects and ~~facilities~~similar ofmatters ~~the~~calculated ~~third-party~~to ~~shipping suppliers,~~ or ~~even~~which ~~injure~~may ~~the~~create ~~recipients.~~negative ~~Furthermore~~market momentum, ifwhich ~~Roshing~~may ~~fails~~permit them to obtain ~~prevent~~profits ~~prohibited~~for orthemselves ~~restricted~~as ~~items~~a ~~from~~result ~~entering~~of ~~into~~selling ~~its network and if it participates in~~ the ~~facilitate~~stock ~~transportation~~short. ~~and~~Issuers ~~delivery~~whose ofsecurities ~~such~~have ~~items~~historically ~~unknowingly,~~had ~~Roshing~~limited ~~may~~trading ~~be subject to administrative~~volumes and/or ~~even~~have ~~criminal~~been ~~penalties,~~susceptible ~~and~~to ifrelatively ~~any~~high ~~personal~~volatility ~~injury~~levels orcan ~~property~~be ~~damage~~particularly isvulnerable ~~concurrently~~to ~~caused,~~such itshort ~~may~~seller ~~also be liable for civil compensation~~attacks.

The ~~logistics services~~publication ~~for~~of ~~delivery~~any such ofcommentary ~~bulk~~regarding ~~merchandise~~us ~~and~~by ~~containers~~a ~~also~~short ~~involve~~seller ~~inherent~~may ~~risks~~bring ~~associated~~about ~~with~~a ~~transportation~~temporary, ~~safety.~~or ~~From~~possibly ~~time to~~long ~~time~~term, ~~the~~decline ~~vessels~~in ~~and~~the ~~personnel~~market price of ~~its~~our common ~~third-party~~stock. ~~shipping~~No ~~suppliers~~assurance ~~may~~can be ~~involved~~made inthat ~~transportation~~we ~~and~~will ~~cargo~~not ~~accidents,~~become a target of such commentary and declines in the market price of our common ~~bulk~~stock ~~merchandise~~will ~~and~~not ~~containers~~occur ~~carried~~in bythe ~~them~~future, ~~may~~in beconnection ~~lost~~with such commentary by short sellers or ~~damaged~~otherwise.

~~Roshing~~ There is ~~also~~a ~~subject~~limited totrading ~~worker~~market ~~health~~for ~~and safety laws and regulations that may expose us to costs and liabilities, potentially affecting its~~our ~~results~~common ~~of operations~~stock, ~~competitive~~which ~~position,~~could ~~and~~make ~~financial~~it ~~condition~~difficult ~~adversely.~~to ~~These~~liquidate ~~laws~~an ~~and~~investment ~~regulations~~in ~~are~~our ~~stringent~~common ~~and comprehensive~~stock, ~~governing~~ ~~the~~in ~~health~~a ~~and~~timely ~~safety of Roshing’s and workers of third-party shipping suppliers during operations~~manner. ~~For further details, please refer to the section titled “Regulations related to employment and labor protection” beginning on page 79.~~

~~Any~~Our ofcommon ~~the foregoing~~stock ~~could~~is ~~disrupt~~currently ~~Roshing’s~~traded ~~logistics~~on ~~services,~~Nasdaq. Because ~~cause~~there usis toa ~~incur~~limited ~~substantial~~public ~~expenses~~market ~~and~~for ~~divert~~our ~~the~~common ~~time~~stock, ~~and~~investors ~~attention~~may ~~of our~~not ~~management.~~be ~~Roshing~~able ~~may~~to ~~face~~liquidate ~~claims~~their ~~and~~investment ~~incur~~whenever ~~significant~~desired. We ~~liabilities~~cannot ifassure ~~found~~that ~~liable~~there orwill ~~partially~~be ~~liable~~an ~~for~~active ~~any~~trading ~~injuries,~~market ~~damages or~~for ~~losses.~~our ~~Any~~common ~~uninsured~~stock orand ~~underinsured~~the ~~loss~~lack ~~could~~of ~~negatively~~an ~~influence~~active ~~our~~public ~~business~~trading ~~and~~market ~~financial~~could mean ~~condition.~~that ~~Governmental~~investors ~~authorities~~ may ~~also~~be ~~impose~~exposed ~~significant~~to ~~fines~~increased onrisk. usIn oraddition, ~~require~~if uswe failed to ~~adopt~~meet ~~costly~~the ~~preventive~~criteria ~~measures.~~set ~~Furthermore,~~forth ifin ~~Roshing’s~~the ~~logistics~~regulations ~~services~~of the ~~are~~SEC, ~~perceived~~various torequirements would be ~~insecure~~imposed orby ~~unsafe~~law byon ~~its~~broker ~~customers,~~dealers ~~its~~who ~~business~~sell ~~volume~~our ~~may~~securities beto ~~significantly~~persons ~~reduced,~~other than established customers and ~~our~~accredited ~~business~~investors. Consequently, ~~financial condition~~such ~~and~~regulations ~~results~~may ofdeter ~~operations~~broker-dealers ~~may~~from berecommending ~~materially~~or ~~and~~selling ~~adversely~~our ~~affected~~common stock, which may further affect its liquidity.

~~Roshing~~There is ~~subject~~no topublic ~~potential~~market ~~risks arising~~for ~~from~~the ~~contractual~~Common Warrants ~~obligations~~or ~~with~~the ~~shipping~~Pre-Funded ~~suppliers~~Warrants.

~~Roshing’s contractual~~There ~~obligations~~is ~~with~~no ~~shipping~~established ~~suppliers~~public ~~encompass~~trading ~~precise~~market for ~~terms~~the ~~and~~Common ~~conditions.~~Warrants ~~Should~~or ~~either~~the ~~party~~Pre-Funded ~~fail~~Warrants, toand ~~uphold~~we ~~these~~do ~~provisions, it~~not ~~may~~expect ~~result~~a inmarket ~~legal~~to ~~disputes,~~develop. ~~financial~~In ~~penalties~~addition, ~~and~~we ~~interruptions~~do innot ~~service.~~intend ~~These~~to ~~breaches,~~apply ~~whether~~to list ~~initiated~~the byCommon usWarrants or the ~~shipping suppliers,~~Pre-Funded ~~pose~~Warrants ~~potential~~on ~~risks~~any tonational ~~the~~securities ~~continuity~~exchange ~~and~~or ~~efficiency~~other ofnationally ~~Roshing’s~~recognized ~~operations.~~trading ~~Adhering~~system, including to the ~~terms~~Nasdaq ~~outlined~~Stock inMarket ~~these agreements~~LLC. isWithout ~~important~~an toactive ~~maintaining~~market, ~~positive~~the ~~relationships~~liquidity ~~with~~of ~~Roshing’s~~the ~~partners~~Common Warrants and ~~ensuring~~ the ~~operation~~Pre-Funded ofWarrants ~~Roshing’s~~will ~~shipping~~be ~~activities and logistics services~~limited.

We may not be able to maintain the listing of our common stock on Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment.

Our common stock is currently listed on Nasdaq. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.

The market price of our common stock has recently declined significantly. On October 29, 2025, the Company received a written notice from the Listing Qualifications department of Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share of the Company’s common stock. On March 20, 2026, we effected the Reverse Stock Split of our common stock on a 1-for-7 basis as part of our plan to compliance with Nasdaq’s Minimum Bid Price Requirement. On April 6, 2026, we were notified by Nasdaq that we had regained compliance with the Minimum Bid Price Requirement.

~~Roshing~~We ~~faces~~cannot ~~risks~~assure you that we will not receive other deficiency notifications from ~~changing~~Nasdaq ~~customer~~in ~~logistics~~the ~~needs~~future. In particular, ~~contractual~~on ~~obligations~~January 17, ~~and~~2025, ~~failure~~the SEC approved the rule change that The Nasdaq Stock Market LLC proposed in August 2024 to ~~meet~~modify ~~customer~~the ~~requirements,~~delisting ~~which~~process ~~could~~for ~~lead~~certain listed stocks that fail to ~~financial~~regain compliance with the Minimum Bid Price Requirement. Due to such recent rule change, in the event that our common stock trades ~~losses~~below $1.00 for thirty (30) consecutive trading days within one year of the Reverse Stock Split, ~~legal~~or ~~liabilities~~the Company has previously implemented two reverse splits of its common stock over the applicable prior two-year period with a cumulative ratio of 250 shares or more to one, our common stock may be immediately delisted from Nasdaq, and ~~damage~~unless tosuch ~~Roshing’s~~determination ~~reputation~~is ifappealed, the Company would not ~~managed~~be ~~proactively~~eligible for any compliance period during which it could regain compliance with such continued listing rule.

~~Roshing’s~~In light of the Reverse ~~customers’~~Stock ~~logistics~~Split ~~needs~~and ~~are~~the ~~subject~~recent totrading ~~constant~~prices ~~change,~~of ~~influenced~~the bycommon ~~market~~stock ~~trends,~~as ~~technological~~of ~~advancements,~~the date of this registration statement and ~~shifts~~the inprospectus forming ~~consumer~~a ~~behavior.~~part ~~Failure~~thereof, tothe ~~adapt~~Company tomay ~~these~~not ~~evolving~~have ~~demands~~the ~~could~~ability ~~lead~~ to ~~significant~~maintain ~~business~~its ~~losses.~~listing ~~Moreover,~~by ~~Roshing’s~~conducting ~~contractual obligations~~another ~~entail~~reverse ~~meeting~~stock ~~specific~~split ~~performance~~of ~~standards,~~the ~~and~~common ~~any~~stock in ~~failure~~the toevent doit sofails ~~may~~to ~~result~~comply inwith ~~liability~~the ~~claims,~~Minimum ~~financial~~Bid ~~setbacks~~Price Requirement, and ~~damage~~the toCompany ~~its~~cannot ~~reputation.~~provide ~~Ensuring~~assurance that the ~~fulfillment~~common ofstock will ~~all~~remain ~~customer~~listed ~~requirements~~on Nasdaq. Consequently, ~~including~~there ~~adherence~~is a possibility that our common stock may be subject to ~~delivery~~immediate ~~schedules,~~delisting ~~maintenance~~and any ofappeal ~~cargo~~would ~~conditions,~~not ~~and~~be ~~compliance~~successful. ~~with~~Notwithstanding ~~regulatory~~the ~~standards~~foregoing, isgiven ~~paramount.~~the ~~Any~~lack ~~lapses~~of intime ~~meeting~~since ~~these~~the ~~requirements~~rule’s ~~could~~effective ~~not~~date, ~~only~~and ~~result~~the therefore inlack ~~lost~~of ~~business~~precedent ~~opportunities~~for ~~but~~Nasdaq’s ~~also~~enforcement ~~expose~~of usthis tonew ~~potential~~requirement, ~~legal~~the ~~liabilities.~~Company ~~Therefore,~~cannot ~~proactive~~predict ~~measures~~the tolikelihood ~~address~~of ~~these~~delisting ~~customer-related~~in the ~~risks~~event ~~are~~it ~~essential~~must ~~for~~effect ~~maintaining~~a ~~Roshing’s~~reverse ~~competitive~~split ~~edge~~of ~~and~~its ~~safeguarding~~common stock in the future or whether its ~~operations~~appeal is likely to succeed on the merits.

~~Our~~Pursuant ~~revenues~~to Nasdaq Rule 5810(c)(3)(A)(iii), ~~operating~~if the ~~income~~closing ~~and~~price ~~cash~~of the common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Nasdaq delisting determination ~~flows~~notice. ~~are~~The ~~likely~~likelihood of our common stock trading below $0.10 for 10 consecutive trading days is significantly increased by registration of under the registration statement related to ~~fluctuate~~this ~~and~~prospectus ~~are~~as ~~subject~~the Common Warrants, as the price per share of common stock, together with the number of shares of common stock we propose to ~~uncertainty~~issue and ~~potential~~ultimately ~~volatility~~will issue if this offering is completed, may result in ~~demand~~an immediate ~~and~~decrease ~~supply~~in ~~for~~the ~~cargo~~market ~~space~~price of our common stock. This decrease may continue after the completion of this offering. The warrants also contain certain downward adjustment mechanism, reverse split protection mechanism, and ~~container~~anti-dilution provisions, which will result ~~loads~~in ~~from~~the ~~time~~issuance toof ~~time~~a significantly higher number of shares upon exercise.

~~Roshing~~Failure ~~charters~~to ~~cargo~~maintain ~~space~~our ~~and~~Nasdaq ~~container~~listing ~~loads~~could negatively ~~from~~impact ~~shipping~~us ~~suppliers based on a certain volume~~ and ~~then sub-charters that space to~~ our ~~customers~~stockholders ~~under~~by anreducing ~~order~~the ~~contract.~~willingness ~~Roshing~~of ~~obtains cargo~~investors ~~space~~to ~~and~~hold ~~container~~our ~~loads~~common ~~through~~stock ~~direct~~because ~~booking~~of ~~and block space arrangements. Pursuant to~~ the ~~block~~resulting ~~space~~decreased ~~agreements~~price, ~~it is committed~~ toliquidity ~~paying for the agreed cargo space~~ and ~~container~~trading ~~loads irrespective~~ of ~~whether~~our itcommon ~~could~~stock, ~~fully~~limited ~~utilize~~availability ~~the~~of ~~allotted~~price ~~space.~~quotations, Inand ~~the~~reduced ~~event it~~news ~~cannot fully utilize the cargo space~~ and ~~container~~analyst ~~loads it sourced (i~~coverage.e. ~~the~~These ~~actual customers’ demand for the cargo space and~~developments ~~container~~may ~~loads~~also isrequire ~~less~~brokers ~~than~~trading ~~the~~in ~~amount~~our ofcommon ~~cargo~~stock ~~space~~to ~~and~~adhere ~~container loads it sourced), Roshing has~~ to ~~sell~~more ~~excess~~stringent ~~cargo~~rules ~~space~~ and ~~container loads.~~may ~~Roshing~~limit ~~however~~our ~~cannot~~ability ~~assure that there will not be instances where, for example, due~~ to ~~(a)~~raise ~~departure~~capital ~~timetable~~by ~~of the vessel;~~issuing ~~(b)~~additional ~~popularity~~shares ofin the ~~route;~~future. orDelisting ~~(c)~~may ~~seasonality~~adversely ~~factors,~~impact itthe isperception ~~unable~~of toour ~~fully~~financial ~~consolidate/co-load~~condition ~~all~~and ~~the~~cause ~~excess~~reputational ~~cargo~~harm with ~~space~~investors and ~~container loads~~parties itconducting ~~purchased~~business ~~from~~with ~~our suppliers~~us. InAdditionally, ~~case~~if ~~Roshing~~we ~~cannot~~are ~~fully~~subject ~~utilize~~to ~~the~~delisting ~~cargo space and container loads it obtained~~ from ~~its suppliers~~Nasdaq, ~~Roshing~~ ~~may~~there ~~have~~can tobe ~~bear~~no ~~the~~assurance that ~~costs~~we ofwould ~~all~~be ~~the~~able ~~excess~~to ~~cargo~~list ~~space~~our ~~and~~common ~~container~~stock ~~loads~~on itanother ~~purchased~~exchange ~~and~~in ~~its~~a ~~business~~timely ~~and~~fashion, ~~results~~if ofat ~~operations could be adversely affected~~all.

InAny delisting determination by Nasdaq could seriously decrease or eliminate the ~~event~~value of ~~shortfall~~an ofinvestment ~~the~~in ~~cargo~~our ~~space~~common stock and ~~container~~ ~~loads~~other tosecurities ~~meet~~linked ~~customers’~~to ~~demand~~our (icommon stock.e. While a listing on an over-the-counter ~~actual~~exchange ~~customers’~~could ~~demand~~maintain ~~for~~some ~~the~~degree ~~cargo~~of ~~space~~a ~~and~~market ~~container~~in ~~loads~~our ~~are~~common ~~higher than~~stock, ~~the~~we ~~amount~~could ~~that~~face ~~Roshing~~substantial ~~has)~~material adverse consequences, ~~Roshing~~including, ~~has~~but tonot ~~source~~limited to, the ~~cargo~~following: ~~space~~limited ~~and~~availability ~~container~~for ~~loads~~market ~~from~~quotations ~~its~~for ~~suppliers~~our atcommon ~~the~~stock; ~~prevailing~~reduced ~~market~~liquidity ~~rates.~~with ~~Since~~respect ~~cargo~~to ~~space~~ and ~~container~~decreased ~~loads~~trading ~~offered~~prices byof ~~Roshing’s~~our ~~suppliers~~common ~~through~~stock; ~~direct~~a ~~booking~~determination isthat ~~normally~~shares onof aour ~~first-come-first-served~~common stock are “penny stock” ~~basis,~~under ~~with~~the noSEC ~~formal~~rules, ~~agreement~~subjecting ~~for~~brokers ~~guaranteed~~trading ~~supply~~our ofcommon ~~cargo~~stock ~~space~~to ~~and~~more ~~container~~stringent ~~loads,~~rules ~~there~~on isdisclosure noand ~~assurance~~the ~~that~~class ~~Roshing~~of ~~will~~investors beto ~~able~~which tothe ~~source~~broker ~~sufficient~~may ~~cargo~~sell ~~space~~the common stock; limited news and ~~container~~analyst ~~loads~~coverage tofor ~~meet~~our ~~its~~Company, ~~customers’~~in ~~demand~~part ~~within~~due to the ~~expected~~“penny ~~timeframe~~stock” rules; ~~and~~decreased atability ~~favorable price.~~to Asissue aadditional ~~result~~securities ofor ~~the~~obtain ~~shortfall~~additional offinancing ~~cargo~~in ~~space~~the future; and ~~container~~potential ~~loads,~~breaches ~~its~~under ~~reputation~~or terminations ~~and~~of ~~therefore~~our ~~its~~agreements ~~business~~with current or prospective large stockholders, ~~sales~~strategic ~~performance~~investors and banks. The perception among investors ~~results~~that we are at heightened risk of ~~operations~~delisting ~~will~~could bealso ~~adversely~~negatively ~~affected~~affect the market price of our securities and trading volume of our common stock.

In result, we may experience fluctuations in our revenues and cost structure and the resulting operating income and cash flows and expect that this will continue to occur in the future. We may experience fluctuations in our financial results, including revenues, operating income and earnings per share, for reasons that may include: (i) the types and complexity, number, size, timing and duration of client engagements; (ii) the timing of revenue recognition under U.S. GAAP; (iii) the utilization of revenue-generating professionals, including the ability to adjust staffing levels up or down to accommodate the business and prospects of the applicable segment and practice; (iv) the geographic locations of our clients or the locations where services are rendered; (v) the length of billing and collection cycles and changes in amounts that may become uncollectible; (vi) changes in the frequency and complexity of government regulatory and enforcement activities; (vii) business and asset acquisitions; (viii) fluctuations in the exchange rates of various currencies against the U.S. dollar; (ix) fee adjustments upon the renewal of expired service contracts or acceptance of new clients due to the adjusted scope per our refined business strategy; and (x) economic factors beyond our control.

The ~~results~~reverse ofstock ~~different~~split ~~segments~~to ~~and~~be ~~practices~~implemented ~~may~~in ~~be affected differently by~~ the ~~above~~future ~~factors.~~could ~~The~~cause ~~positive~~our ~~effects~~stock ofprice ~~certain~~to ~~events~~decline orrelative ~~factors~~to onits ~~certain~~value ~~segments~~before ~~and practices may not be sufficient to overcome~~ the ~~negative~~split ~~effects~~and ofdecrease ~~those same events or factors on other parts of our business. In addition, our mix of practice offerings adds complexity to~~ the ~~task~~liquidity of ~~predicting~~shares ~~revenues and results~~ of ~~operations and managing~~ our ~~staffing levels~~ ~~and~~Common ~~expenditures across changing business cycles and economic environments~~Stock.

~~Our~~At ~~results~~the ~~are~~annual ~~influenced~~meet byof ~~seasonal~~the ~~and~~Company’s stockholders ~~similar~~held ~~factors.~~on ~~Although~~February we13, ~~evaluate~~2026, ~~our~~the Company’s stockholders approved a proposal to grant the Board authority, in its sole discretion, prior to the one-year anniversary of such annual ~~guidance~~meeting, atto effect a reverse stock split of the ~~end~~outstanding shares of ~~each~~common ~~quarter~~stock, ~~and~~at a ~~adjust~~ratio itranging asfrom ~~necessary~~one-for-two (1:2) to one-for-one-hundred (1:100), ~~unforeseen~~with ~~future~~the ~~volatility can~~exact ~~lead~~ratio to ~~significant~~be ~~deviations~~determined ~~from~~by the Board without further approval or authorization of our ~~guidance~~stockholders. ~~This~~On ~~may~~March ~~occur~~6, ~~even~~2026, ifpursuant to the authority granted by the Company’s stockholders, the Board approved a reverse stock split of our ~~guidance~~common ~~encompasses~~stock at a ~~range~~ratio of ~~potential~~1-for-7. ~~outcomes~~The ~~and has~~Reverse ~~been~~Stock ~~updated~~Split tobecame ~~consider~~effective ~~operating~~at ~~results~~12:01 a.m. Eastern Time March 20, 2026.

~~Seasonality~~On ~~and~~April 10, 2026, the ~~impact~~holders of ~~weather~~an ~~and~~aggregate of 2,347,615 shares of the Company’s common stock, representing approximately 64.87% ~~other~~of ~~catastrophic~~the ~~events~~overall ~~adversely~~voting ~~affect~~power ~~Roshing~~of the Company, executed a written consent in lieu of a meeting pursuant to which it approved the implementation of one or more reverse stock splits of the Company’s ~~operations~~issued and ~~profitability~~outstanding shares of common stock at a ratio up to 1-for-250, with the exact ratio and timing to be determined by the Company’s board of directors in its discretion (the “Further Reverse Stock Splits”).

~~Roshing’s~~There ~~operation~~ is ~~influenced~~no byassurance ~~seasonal factors,~~that ~~with~~the ~~February~~Furthermore toReverse Stock ~~April~~Splits ~~being off-peak seasons, and June~~ to ~~October~~be ~~being~~implemented ~~peak~~in ~~seasons.~~the ~~Roshing’s~~future ~~operation~~as isapproved ~~affected~~ by ~~the~~our ~~winter~~stockholders ~~season~~will ~~because~~not ~~inclement~~cause ~~weather~~an ~~impedes~~actual ~~operations,~~decline ~~and~~in ~~some~~the ~~shippers~~value ~~reduce~~of ~~their~~our ~~shipments~~outstanding common ~~during winter~~stock. In ~~addition, in~~The ~~the~~liquidity ~~lead-up~~of tothe ~~major~~shares ~~holidays~~of ~~such~~our ascommon ~~Christmas~~stock ~~and~~may ~~Chinese~~be ~~Spring~~affected ~~Festival,~~adversely ~~increased~~by ~~consumer~~any ~~demand~~reverse ~~often~~stock ~~leads~~split to abe ~~short-term surge~~implemented in the ~~cargo~~future ~~transportation~~given ~~volume. Conversely, in~~ the ~~later~~reduced ~~stages~~number of ~~holidays~~shares ~~and~~that ~~traditional~~will ~~off-peak~~be ~~seasons,~~outstanding ~~cargo~~following ~~transportation volume may significantly decrease. At~~ the ~~same~~Furthermore ~~time,~~Reverse ~~operating~~Stock ~~expenses increase due to~~Splits, ~~among~~especially ~~other~~if ~~things,~~the market aprice ~~decline~~of inour ~~fuel~~common ~~efficiency because~~stock ofdoes ~~engine~~not ~~idling~~increase ~~and~~as ~~harsh~~a ~~weather~~result ~~that~~of ~~creates~~the ~~higher~~Furthermore ~~accident~~Reverse ~~frequency,~~Stock ~~increased~~Splits ~~claims~~to ~~and~~be ~~higher~~implemented ~~equipment~~in ~~repair~~the ~~expenditures~~future. ~~Roshing~~In ~~also may suffers from weather-related or other events~~addition, ~~such~~the asFurthermore ~~tornadoes,~~Reverse ~~hurricanes,~~Stock ~~blizzards,~~Split ~~ice~~to ~~storms,~~be ~~floods,~~implemented ~~fires,~~in ~~earthquakes and~~the ~~explosions,~~future ~~which~~ may ~~disrupt fuel supplies,~~ increase ~~fuel~~the ~~costs,~~number ~~disrupt~~of ~~freight~~stockholders ~~shipments~~who orown ~~routes,~~odd ~~affect regional economies,~~lots ~~destroy~~(less ~~its~~than ~~assets~~100 orshares) ~~the assets~~ of ~~its~~our ~~customers~~common orstock, ~~otherwise~~creating ~~adversely affect~~ the ~~business~~potential orfor ~~financial~~such ~~condition~~stockholders ofto ~~Roshing’s customers,~~experience ~~any~~an ofincrease ~~which~~in ~~developments~~the ~~could~~cost ~~adversely~~of ~~affect~~selling their ~~its~~shares ~~results~~and orgreater ~~make~~difficulty ~~its~~effecting ~~results~~such ~~more volatile~~sales.

~~Risk~~The ~~Related~~lack of public company experience of our management team could adversely impact our ability to ~~Other~~comply ~~Products~~with &the ~~Services~~reporting requirements of U.S. securities laws, which could have a materially adverse effect on our business.

~~Roshing~~Our ~~has~~management ahave ~~great~~limited ~~dependence~~public oncompany aexperience, which ~~limited~~could ~~number~~impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of ~~suppliers~~2002. Such responsibilities include complying with federal securities laws and ~~the~~making ~~loss~~required ofdisclosures ~~their~~on ~~manufacturing~~a ~~capability~~timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially ~~impact~~adverse effect on ~~its~~our ~~operations~~ability to comply with the reporting requirements of the Exchange Act, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our Company.

~~Roshing~~We isare a ~~distributor~~“smaller ofreporting ~~hardware components for~~company” ~~electronic~~under ~~devices~~Rule ~~and generates revenue from reselling these components and is not engaged in innovative product development and direct manufacturing business. Roshing markets off~~12b-~~the-shelf~~2 ~~products,~~of ~~which ships directly from~~ the ~~manufacturer~~Securities toExchange ~~Roshing’s~~Act ~~customer. In the event that the supply~~ of ~~components or finished products is interrupted or relations with any of its principal vendors is terminated~~1934, ~~there~~ ~~could be increased costs~~ and ~~considerable~~we ~~delay~~cannot inbe ~~finding~~certain ~~suitable~~if ~~replacement~~the ~~sources~~scaled todisclosure ~~manufacture~~requirements ~~the~~applicable ~~electronic device hardware~~to ~~components~~smaller ~~products~~reporting ~~(“Hardware~~companies ~~Products”).~~will ~~Its~~make ~~Hardware~~our ~~Products~~common ~~mostly~~stock ~~are~~less ~~shipped~~attractive ~~from~~to ~~facilities~~investors ~~located~~and inmake ~~Guangdong, China.~~it ~~The~~more ~~shipment~~difficult ~~of these products from Mainland China exposes us~~ to ~~the~~raise ~~possibility~~capital ofas ~~product supply disruption~~ and ~~increased costs~~ inwhen ~~the~~we ~~event~~need ~~of changes in the economics condition of China~~it.

~~Defects~~We inmay continue to be a smaller reporting company. We may take advantage of certain of the ~~Hardware~~scaled ~~Products~~disclosures ~~Roshing sells~~available orto ~~failures~~smaller inreporting ~~quality~~companies ~~control~~and ~~related~~will be able to ~~its~~take ~~distribution~~advantage of ~~products~~these ~~could~~scaled ~~impair~~disclosures ~~its~~for ~~ability~~so tolong ~~sell~~as ~~its~~(a) ~~products~~the ormarket ~~could~~value ~~result~~of our common stock held by non-affiliates is inequal ~~product~~to ~~liability~~or ~~claims~~less than $250 million as of the last business day of the most recently completed second fiscal quarter, ~~litigation~~and (b) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and ~~other~~the ~~significant~~market ~~events~~value ~~involving~~of ~~substantial~~our ~~costs~~common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

~~The~~We ~~detection~~cannot ofpredict ~~significant~~if ~~defects~~investors inwill ~~Roshing’s~~find ~~Hardware~~our ~~Products~~common orstock ~~failures~~less inattractive ~~its~~because ~~quality~~we ~~control~~may ~~procedures,~~rely ~~including~~on ~~those~~these ofexemptions. ~~its~~If ~~suppliers,~~some ~~carries several~~investors ~~potential~~find ~~consequences.~~our ~~These~~common ~~include~~stock less ~~delays~~attractive inas ~~bringing~~a ~~products to market~~result, ~~decreased~~there ~~sales,~~may ~~and~~be ~~challenges~~a inless ~~gaining~~active trading market ~~acceptance.~~ ~~Furthermore,~~for ~~such~~our ~~issues~~common ~~may~~stock ~~lead~~and toour ~~the~~stock ~~diversion~~price ofmay ~~its~~be ~~development~~more ~~resources~~volatile. In ~~and damage to its reputation~~addition, ~~with~~taking ~~potential regulatory~~advantage ~~restrictions.~~of ~~Rectifying~~reduced ~~product~~disclosure ~~defects~~obligations ~~can~~may ~~incur~~make ~~substantial~~the ~~costs,~~comparison ~~and~~of ~~identifying~~our ~~suitable~~financial ~~remedies~~statements ~~may~~with ~~prove~~other ~~difficult.~~public ~~Moreover,~~companies ~~errors~~difficult or ~~defects~~impossible. ~~could~~If ~~result~~investors inare ~~financial~~unable ~~damage~~ to ~~its~~compare ~~customers,~~our ~~potentially~~business ~~leading~~with toother ~~litigation.~~companies ~~Product~~in ~~liability~~our ~~lawsuits~~industry, ~~regardless~~ ofwe ~~the outcome,~~ may ~~entail~~not ~~significant~~be able ~~time~~to ~~and~~raise ~~expenses~~additional ~~for~~capital ~~defense.~~as ~~In the absence of product liability insurance~~ and ~~without being~~when ~~named~~we ~~insured~~need ~~on its suppliers’ policies~~it, ~~Roshing~~which ~~faces~~may ~~the~~materially ~~risk~~and ofadversely ~~being~~affect ~~unable~~our tofinancial ~~cover~~condition ~~claims~~and ~~or seek reimbursement from~~results ~~suppliers,~~of ~~leaving us potentially exposed to financial liabilities~~operations.

~~The~~We ~~software~~are subject to the periodic reporting requirements of the Exchange Act, which require us to incur audit fees and ~~website~~legal ~~development~~fees ~~markets~~in ~~are~~connection ~~highly~~with ~~competitive~~the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.

~~The~~We ~~management~~are ~~software~~required ~~and~~to ~~website~~file ~~development~~periodic ~~industries~~reports with ~~are~~the ~~highly~~SEC ~~competitive.~~pursuant ~~There~~to ~~are~~the aExchange ~~number~~Act ofand ~~larger~~the ~~companies,~~rules ~~including~~and ~~computer~~regulations ~~manufacturers,~~thereunder. ~~computer~~In ~~service~~order ~~and~~to ~~software~~comply ~~companies that~~with ~~have~~such ~~greater operational~~requirements, ~~personnel~~our ~~and~~independent registered ~~financial~~auditors ~~resources~~must ~~than~~review weour ~~have.~~financial ~~These~~statements ~~companies~~on ~~currently~~a ~~offer~~quarterly basis and ~~have~~audit ~~the~~our ~~technological~~financial statements on an annual basis. Moreover, ~~ability~~our tolegal ~~develop~~counsel ~~software~~must ~~products~~review ~~similar~~and toassist ~~those~~in ~~offered~~the bypreparation ~~us.~~of ~~These~~such ~~companies~~reports. ~~present~~Factors asuch ~~significant~~as ~~competitive~~the ~~challenge~~number toand ~~Roshing’s business.~~type ~~Because~~of transactions that we doengage ~~not~~in, ~~have~~and the ~~same~~complexity ~~financial~~of ~~resources~~our asreports ~~these~~cannot ~~competitors,~~accurately webe determined at this time and may have a ~~difficult~~major ~~time~~negative ineffect ~~the~~on ~~future competing~~the ~~with~~cost ~~these~~and ~~companies.~~amount Weof ~~compete~~time ~~based~~to onbe ~~its~~spent ~~fright~~by ~~shipping~~our auditors and ~~logistics~~attorneys. ~~knowledge~~However, ~~products,~~the ~~service,~~incurrence ~~price,~~of ~~system~~such ~~functionality and~~costs ~~performance~~is ~~and~~an ~~technological~~expense ~~advances.~~to ~~Customized~~our operations and ~~special~~thus ~~services~~has ~~according~~a negative effect on our ability to ~~customer~~meet ~~needs,~~our ~~there~~overhead isrequirements ~~technical~~and ~~weakness~~earn a profit.

~~The~~Since ~~industry in which Roshing operates has low barriers to entry and is highly fragmented and very competitive. We anticipate that competition may intensify further as~~ the ~~freight~~warrants ~~software industry~~are ~~matures~~executory ~~and consolidates. Roshing’s key strength lies in providing tailored services to wholesalers~~contracts, ~~e-commerce retailers~~ ~~and~~they ~~freight~~may ~~forwarders~~have inno ~~market segments that share the~~ value ofin ~~Roshing’s~~a ~~technology.~~bankruptcy ~~These~~or ~~services~~reorganization facilitate the management of complex workflows and improve efficiency by enabling shipping workflow management, Marine container management, e-commerce inventory and shipping management, and logistics data analyticsproceeding. ~~However, we cannot guarantee continuous improvement in technology and services.~~

~~Roshing’s~~In ~~software~~the ~~and~~event ~~website~~a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may ~~not~~hold ~~perform~~that inany ~~line~~unexercised warrants are executory contracts that are subject to rejection by us with ~~customer~~the ~~specifications~~approval of the bankruptcy court. As a result, holders of the warrants may, even if we have sufficient funds, not be entitled to receive any consideration for their warrants or ~~expectations~~may receive an amount less than they would be entitled to if they had exercised their warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

~~Roshing’s~~The ~~freight shipping~~Pre-funded ~~and~~Warrants ~~related~~or ~~logistic~~Common ~~software and websites may not perform in line with customers’ expectations. Future customers may also~~Warrants ~~require customized specifications that Roshing is unable to deliver. Some of these target specifications, such as those dependent on battery technology,~~ are ~~constrained~~speculative byin ~~the pace of general technological advancement and the capabilities of its suppliers, which are largely beyond its control~~nature.

~~Roshing’s~~Except ~~software and~~as ~~website~~otherwise ~~may~~provided ~~contain~~in ~~design~~the Pre-funded Warrants or ~~manufacturing~~Common ~~defects~~Warrants, ~~that~~until ~~result~~holders inof ~~unsatisfactory~~Pre-funded ~~performance~~Warrants or ~~require~~Comon ~~repair.~~Warrants ~~Roshing’s~~acquire ~~software and~~our ~~website~~Common ~~use~~Stock aupon ~~substantial~~exercise ~~amount~~ of ~~algorithms~~the ~~and~~Pre-funded Warrants ~~software~~or toCommon ~~operate.~~Warrants, ~~Software~~holders ~~products~~of ~~are~~Pre-funded ~~inherently~~Warrants ~~complex~~ and ~~often~~Common ~~contain defects~~Warrants ~~and~~will ~~errors,~~have ~~especially~~no ~~when~~rights ~~first~~with ~~introduced.~~respect ~~While~~to ~~Roshing~~our ~~have~~common ~~performed~~stock ~~extensive~~underlying such ~~internal~~Pre-funded ~~testing~~Warrants ~~on its software~~ and ~~website, we~~Common ~~have~~Warrants. aUpon ~~limited~~exercise ~~frame~~ of ~~reference by which to evaluate~~ the ~~long~~Pre-~~term~~funded ~~performance~~Warrants ofor ~~its~~Common ~~software~~Warrants, ~~and~~the ~~website.~~holders ~~There~~will ~~can~~ be ~~no assurance~~entitled ~~that~~to ~~Roshing~~exercise ~~will~~the berights ~~able~~of toa ~~detect~~stockholder ~~and~~of ~~fix~~our ~~any~~common ~~defects~~stock inonly ~~its~~as ~~software~~to ~~and~~matters ~~website~~for ~~before~~which wethe ~~sell~~record ~~products~~date ~~and~~occurs ~~services~~after tothe ~~customers~~exercise date.

IfSpecifically, ~~Roshing’s~~commencing ~~software~~on the date of issuance, ~~and~~holders ~~website~~of isthe ~~defective~~Common orWarrants ~~otherwise~~may ~~fails~~acquire tothe ~~perform~~shares asof ~~expected~~common orstock inissuable ~~accordance~~upon ~~with~~exercise ~~prescribed~~of ~~technical~~such ~~specifications~~warrants ~~and~~at ~~timetable,~~an assumed exercise price ~~its~~of ~~customers~~$1.25 ~~may~~per ~~experience~~share ~~accidents~~of common stock, and ~~suffer~~holders ~~adverse~~of ~~publicity,~~the ~~revenue~~Pre-Funded ~~declines,~~Warrants ~~ecommerce~~may ~~inventory~~acquire ~~disarray,~~the ~~breakdown~~shares of ~~shipping~~common stock issuable upon exercise ~~workflows~~of such warrants at an exercise price of $0.001 per share of common stock. Moreover, ~~product~~following ~~liability~~this ~~claims~~offering, the market value of the Common Warrants and ~~significant~~Pre-Funded ~~additional~~Warrants ~~expenses~~is uncertain and there can be no assurance that the market value of the Common Warrants or Pre-Funded Warrants will equal or exceed their respective public offering prices. ~~These~~There ~~consequences~~can ~~could~~be ~~have~~no aassurance ~~material~~that ~~adverse~~the ~~impact~~market onprice ~~its~~of the shares of ~~business,~~common ~~financial~~stock ~~condition,~~will ~~operating~~ever ~~results~~equal or exceed the exercise price of the Common Warrants or Pre-Funded Warrants, and ~~prospects~~consequently, whether it will ever be profitable for holders of Common Warrants to exercise the Common Warrants or for holders of the Pre-Funded Warrants to exercise the Pre-Funded Warrants.

~~Additionally,~~Holders ~~Roshing’s software, along with that~~ of ~~our~~the ~~third-party~~Warrants ~~service provider, containing personal information of software customers,~~ and ~~others,~~Pre-Funded ~~could be breached, exposing~~Warrants uswill ~~to adverse publicity, costly government enforcement actions or private litigation, and expenses. Cyber criminals constantly devise schemes to bypass IT security safeguards, and other retailers~~ have ~~experienced~~no ~~severe~~rights ~~data~~as ~~breaches.~~holders Roshing may not anticipate all security threats or implement preventive measures against them effectively. The costs to mitigate network security issues could be significant, and while Roshing implemented security measures, addressing these issues may not always succeed. Unauthorized access to Roshing’s networks or databases could result in theft, publication, deletion, modification, or blocking of ~~sensitive information, adversely affecting~~ our ~~business~~common ~~strategy,~~stock ~~financial~~until ~~condition,~~they orexercise ~~operations.~~their ~~While~~Warrants ~~Roshing has not experienced cybersecurity incidents in the past three years, we anticipate threats to persist and cannot assure such events will not occur~~ or ~~have~~Pre-Funded ~~material~~Warrants ~~impacts on Roshing’s operations, results of operations~~ and ~~financial~~acquire ~~condition~~our incommon ~~the future~~stock.

Until holders of Common Warrants or Pre-Funded Warrants acquire shares of our common stock upon exercise of such warrants, holders of the Common Warrants and the Pre-Funded Warrants will have no rights with respect to the shares of our Common Stock issuable upon exercise of such warrants. Upon exercise of the Warrants or Pre-Funded Warrants, the holders thereof will be entitled to exercise the rights of a holder of common stock only as to matters for which the record date occurs after the exercise date.

If Purchasers ~~Roshing~~who ~~does~~purchase ~~not~~our ~~continually~~securities ~~update~~in ~~its products~~this ~~and/or~~offering ~~services,~~pursuant ~~they~~to ~~may~~a ~~become~~securities ~~obsolete~~purchase ~~and~~agreement ~~Roshing~~ may ~~not~~have berights ~~able~~not available to ~~compete~~purchasers that ~~with~~purchase ~~other~~without ~~companies~~the benefit of a securities purchase agreement.

~~Roshing~~In ~~cannot~~addition ~~assure~~to ~~that~~rights itand ~~will~~remedies beavailable ~~able~~ to ~~keep~~all ~~pace~~purchasers ~~with~~in ~~technological~~this ~~advances,~~offering orunder ~~that~~federal ~~its~~securities ~~current suppliers will be able to keep pace with technological advances~~ and asstate ~~such~~law, ~~its~~ ~~products~~the ~~and/or~~purchasers ~~services may become obsolete. Roshing cannot assure you~~ that ~~competitors~~enter ~~will~~into ~~not~~a ~~develop~~securities ~~related~~purchase ~~or similar services~~agreement ~~and offer them before Roshing does, or does so more successfully, or that they~~ will ~~not~~also ~~develop~~be ~~services~~able ~~and~~to ~~products~~bring ~~more~~claims ~~effective~~for ~~than any~~breach ~~that~~of ~~Roshing~~contract ~~and/or~~against ~~its~~us. ~~suppliers~~The ~~have~~ability ~~or are intending~~ to ~~develop.~~pursue Ina ~~addition,~~claim ~~although~~for ~~Roshing~~breach ~~may~~of becontract ~~able~~provides ~~to identify new suppliers~~those ~~that~~investors ~~can~~with ~~provide~~the ~~more~~means ~~effective services and products~~ to beenforce ~~more~~the ~~competitive,~~covenants ~~Roshing~~uniquely ~~may~~available ~~not~~to bethem ~~able~~under tothe ~~arrange~~securities ~~satisfactory~~purchase ~~arrangements in~~agreement aincluding timely delivery ~~manner, if at all. If that happens, its business, prospects, results~~ of ~~operations~~shares and ~~financial~~indemnification ~~condition~~for ~~will~~breach beof ~~materially adversely affected~~contract.

~~Roshing may not be able to continue~~ toThe ~~recruit,~~best-efforts ~~train~~structure ~~and~~of ~~retain~~this ~~dedicated~~offering ~~and~~may ~~qualified~~have ~~consultants~~an ~~who~~adverse ~~are~~effect ~~essential~~on toour ~~the success of its~~ business ~~and the effective delivery of policy and business advisory services to its individual and corporate clients~~plan.

~~Roshing’s~~The ~~current talent~~Placement ~~policy~~Agent ~~advisory~~is ~~and~~offering ~~application~~the ~~services~~Units ~~rely~~in ~~heavily~~this offering on ~~Roshing’s~~a ~~visa~~best-efforts ~~consultants~~basis. The Placement Agent is not required to purchase any securities, ~~and~~but will use its best efforts to sell the ~~conduct~~securities ofoffered. ~~Roshing’s~~As a “best efforts” offering, there can be no assurance that the offering contemplated hereby will ~~visa~~ultimately ~~consultants~~be consummated or will result in any proceeds being made available to us. Because there is ~~critical~~no minimum offering amount required as a condition to ~~maintaining~~the ~~its~~closing ~~reputation.~~of ~~Roshing~~this ~~seeks~~offering, the actual offering amount, placement agent fees and proceeds to ~~hire~~us ~~qualified~~are not presently determinable and ~~dedicated~~may ~~consultants~~be ~~who~~substantially ~~have~~less than the ~~necessary~~maximum amounts set forth above. We may sell fewer than all of the securities offered ~~experience~~hereby, towhich ~~provide~~may ~~effective~~significantly ~~advice~~reduce the amount of proceeds received by us, and ~~guidance~~investors toin ~~its~~this ~~clients~~offering will not receive a refund in ~~accordance~~the ~~with~~event ~~government~~that ~~policies~~we ~~and~~do ~~business~~not ~~management~~sell ~~expertise and~~an ~~experience~~amount of securities sufficient to support our continued operations, including our near-term continued operations. ~~The~~Thus, ~~number~~we ofmay ~~consultants~~not ~~with~~raise ~~these~~the ~~qualities~~amount of capital we believe is ~~limited~~required for our operations in the short-term and ~~Roshing~~may ~~needs~~need to ~~implement~~raise additional afunds, ~~highly~~which ~~selective~~may ~~recruitment process~~not be available or available on terms acceptable to us.

AWe ~~decline~~have broad discretion in the ~~market~~ ~~for~~use ~~individual clients~~ of ~~Roshing’s business consulting services and corporate business consulting could have~~the anet ~~material~~proceeds ~~adverse~~from ~~effect~~this onoffering ~~its~~and ~~business,~~may ~~prospects,~~not ~~financial~~use ~~condition~~them ~~and results of operations~~effectively.

~~There~~To isthe anextent ~~anticipation~~(i) we raise more money than required offor ~~potential~~the ~~Hong~~purposes ~~Kong~~explained ~~talent~~in ~~introduction~~the ~~policy~~section ~~revisions~~titled “Use of Proceeds” or (ii) we determine that the ~~cessation~~proposed uses ofset ~~policy~~forth ~~benefits~~in ~~after~~that section are no longer in the ~~second~~best ~~half~~interests of ~~2024~~our Company, ~~which~~we ~~may lead~~cannot tospecify awith ~~reduction~~any orcertainty ~~cessation~~the particular uses of ~~its~~such ~~consulting~~net ~~services~~proceeds ~~for~~that ~~talent~~we ~~clients~~will receive from this offering. ~~Additionally,~~Our ~~fluctuations~~management will have broad discretion in ~~Hong~~the ~~Kong’s~~application ~~global~~of ~~business~~such ~~attractiveness~~net orproceeds, including working capital and other ~~factors~~general ~~may~~corporate ~~impact~~purposes, ~~the~~and ~~number~~we ofmay ~~enterprises~~spend ~~establishing~~or ~~business~~invest ~~activities~~these proceeds in ~~Hong~~a ~~Kong,~~way ~~potentially slowing~~with ~~business~~which ~~demand~~our ~~and~~shareholders ~~affecting~~disagree. ~~the~~The ~~growth~~failure ofby ~~consulting~~our ~~enterprises~~management weto ~~serve.~~apply ~~Consequently,~~these ~~Roshing’s~~funds effectively could harm our business, ~~prospects,~~and financial condition,. ~~and~~Pending ~~operating~~their ~~results~~use, we may beinvest ~~significantly~~the ~~and~~net ~~adversely~~proceeds ~~affected~~from this offering in a manner that does not produce income or that loses value.

~~General~~The ~~Business~~price ~~Risks~~of our common stock and other terms of this offering have been determined by us along with our Placement Agent.

WeIf ~~have~~you apurchase ~~limited~~our ~~operating~~common ~~history~~stock or the warrants ~~and~~in ~~face~~this ~~significant~~offering, ~~challenges~~you ~~and~~will pay a price that was not established in a competitive market. Rather, you will ~~incur~~pay ~~substantial~~a ~~expenses~~price asthat wewas ~~build~~determined by us along with our ~~capabilities~~Placement Agent. The offering price for our common stock may bear no relationship to our assets, book value, historical results of operations or any other established criterion of value. The trading price, if any, of the common stock that may prevail in any market that may develop in the future, for which there can be no assurance, may be higher or lower than the price you paid for our common stock.

WeIn ~~have~~addition, awe ~~limited~~will ~~operating history~~issue ~~and~~Common ~~are~~Warrants ~~subject~~ to purchase ~~the~~up ~~risks~~to ~~inherent in a growing company~~4, ~~including~~800,000 ~~among~~shares ~~other~~of ~~things,~~our ~~risks~~common ~~that~~stock we(accounting ~~may~~for ~~not~~approximately be132.63% ~~able~~of toour ~~hire sufficient~~currently ~~qualified~~issued ~~personnel~~ and ~~establish~~outstanding ~~operating controls and procedures~~common stock). ~~The~~Such ~~company~~issuance ~~relies~~will oncause ~~few~~a ~~trained~~reduction ~~internal~~in ~~personnel as~~ the ~~company~~proportionate ~~only~~ownership ~~has~~and 14voting ~~full~~power ~~time~~of ~~employees~~all Asother weshareholders. ~~build our own capabilities~~Additionally, we ~~expect~~cannot toassure ~~encounter~~you ~~risks~~that ~~and~~the ~~uncertainties~~holders ~~frequently experienced~~of bysuch ~~growing~~warrants ~~companies~~will inbe ~~new~~able ~~and~~to ~~rapidly~~sell ~~evolving~~our ~~fields,~~common ~~including~~stock ~~the~~at ~~risks~~a ~~and~~price ~~uncertainties~~per ~~described~~share ~~herein.~~that Ifis weequal ~~are unable~~ to ~~build~~or greater ~~our~~than ~~own~~the ~~capabilities,~~exercise ~~our~~price ~~operating~~paid ~~and~~by ~~financial~~such ~~results could differ materially from our expectations, and our business could suffer~~holders.

WeYou ~~are~~may ~~currently~~experience ~~dependent~~immediate onand ~~a small~~substantial ~~group~~dilution ofin ~~customers~~the ~~for~~net ~~most~~tangible ofbook ~~our~~value ~~revenue.~~per Ifshare weof ~~cannot expand~~ our ~~customer~~common ~~base~~stock ~~many-fold,~~you ~~our~~purchase ~~business growth will be challenged and affected, resulting~~ in ~~adjustments~~this ~~to our business strategy~~offering.

~~As we~~You ~~have~~will ~~not~~incur ~~achieved~~immediate ~~significant scale, we had~~ and ~~expect to continue to have customer concentration. The~~substantial ~~revenue~~dilution ~~generated~~as ~~to date by our business has come from~~ a ~~small~~result ~~number~~ of ~~customers~~this offering. ~~During~~After ~~the~~giving ~~year~~effect ~~ended~~to ~~July~~the ~~31,~~sale ~~2022,~~by ~~five~~us ~~customers were responsible for over 95%~~ of ~~our revenue. During~~ the ~~year~~Units ~~ended~~in ~~July~~this ~~31,~~offering ~~2023,~~at ~~two~~an ~~customers~~assumed ~~were~~public offering ~~responsible~~price ~~for over 52%~~ of ~~our revenue~~$1.25 Inper ~~order~~Common ~~for Tianci to be viable as a public company~~Unit, weand ~~must~~after ~~increase~~deducting ~~our~~placement ~~revenue.~~agent Tofees ~~accomplish~~and ~~that,~~estimated weoffering ~~must~~expenses ~~expand~~payable ~~our~~by ~~customer~~us, ~~base.~~investors Ifin wethis ~~fail~~offering tocan ~~multiply~~expect ~~our~~an ~~customers,~~immediate ~~Tianci’s~~dilution ~~stock~~of ~~may have no significant value~~$0.32 ~~There are~~per ~~inherent risks whenever a large percentage of revenues are concentrated with a limited number of customers~~share. We ~~are~~may ~~unable~~also toacquire ~~predict the~~new ~~future~~businesses ~~level~~or offinance strategic ~~demand~~alliances ~~for our services that will be generated~~ by ~~these~~issuing ~~customers. In addition~~equity, wewhich ~~cannot~~may ~~assure~~result ~~that any of our customers~~ in ~~the~~additional ~~future~~dilution ~~will~~to ~~not cease purchasing logistics services from us, or that~~ our ~~cooperating agents will continue introducing clients to us~~stockholders. ~~Should~~See ~~they~~the ~~favor~~section ~~logistics services from our competitors, significantly reduce orders, or seek price reductions in the~~entitled ~~future,~~“Dilution” ~~any~~for ~~such~~additional ~~event~~information ~~could~~on ~~have~~how athis ~~material~~offering ~~adverse~~may ~~effect~~affect oncurrent ~~our revenue, profitability,~~ and ~~results of operations~~prospective shareholders.

We ~~rely~~will onlikely ~~shipping suppliers,~~need ~~cargo~~to ~~owner~~offer and ~~cargo~~issue ~~agents~~additional shares ~~and~~of ~~Hardware~~our ~~Products~~common ~~suppliers,~~stock ifor ~~they~~other ~~become~~equity ~~financially~~or ~~unstable~~convertible ordebt ~~have~~securities ~~reduced~~in ~~capacity~~order to raise additional capital. Future equity offerings or other equity issuances may be at a price per share that is equal to ~~provide~~or ~~services~~greater ~~because~~than ofthe ~~pandemics,~~price per share paid by investors in this offering. Future investors in such ~~as COVID-19, it~~offerings may ~~adversely~~have ~~impact~~rights ~~our~~superior ~~business~~to existing stockholders, and ~~operating~~the ~~results~~price per share at which we sell additional shares of common stock or other equity or convertible debt securities in future transactions may be at a higher or lower price per share than the price per share in this offering.

~~We depend on~~ ~~shipping~~This ~~suppliers,~~offering ~~cargo~~may ~~owners,~~cause ~~cargo agents, and hardware products suppliers. The quality and profitability of our services and business depend on~~ the ~~effective~~trading ~~selection~~price ~~and oversight~~ of ~~these partners. Pandemics, such as COVID-19 have ever placed significant stress on~~ our ~~shipping~~common ~~suppliers,~~stock ~~cargo owners, cargo agents, and hardware products suppliers, which may continue~~ to ~~result~~ ~~in reduced carrier capacity or availability, pricing volatility or more limited carrier transportation schedules which could adversely impact our operations and financial results~~decrease. During the pandemic, air carriers have been particularly affected having to cancel freights due to travel restrictions resulting in dramatic drops in revenues, historical losses and liquidity challenges. Uncertainty over recovery of demand for passenger air travel, in particular business travel, to pre-pandemic levels means ship carriers’ operations and financial stability may be adversely affected long term.

~~Our~~The ~~business~~number ~~could~~of beshares ~~negatively~~of ~~affected~~common stock underlying the securities we propose to issue and ultimately will issue if this offering is completed may result in an immediate decrease in the trading price of our common stock. We cannot predict the effect, if any, that the availability of shares for future sale represented by the ~~rising~~Pre-Funded ~~inflation~~Warrants or Common Warrants issued in connection with the offering will have on the trading price of our common stock from ~~and~~time ~~interest~~to ~~rates~~time.

~~Various~~The ~~macroeconomic~~Pre-Funded ~~factors~~Warrants ~~could~~and ~~adversely~~Common Warrants ~~affect~~being ~~our~~issued ~~business,~~in ~~financial~~this ~~condition~~offering ~~and~~will ~~results~~be ofexercisable ~~operations,~~for ~~including~~common ~~changes~~stock, inthe ~~inflation,~~exercise ~~interest~~of ~~rates~~which ~~and~~would ~~overall~~increase ~~economic conditions~~the ~~and~~number ~~uncertainties~~of ~~such~~shares aseligible for ~~those~~future ~~resulting~~resale ~~from~~in the ~~current~~public market and ~~future~~result ~~conditions~~ in ~~the~~dilution ~~global~~to ~~financial~~our ~~markets~~stockholders.

~~For~~We ~~instance,~~are ~~recent~~also ~~inflationary~~offering ~~environment has~~to ~~negatively~~each ~~impacted~~purchaser uswhose bypurchase of ~~slightly~~Units ~~increasing~~in ~~(i)~~this ~~our~~offering ~~labor~~would ~~costs,~~otherwise ~~through~~result ~~higher~~in ~~wages~~the purchaser, ~~(ii)~~together ~~our~~with ~~borrowing~~its ~~costs~~affiliates, ~~through~~beneficially ~~higher interest~~owning ~~rates~~more ~~which~~than we4.99% ~~expect~~(or, at tothe ~~continue~~election toof ~~increase~~the purchaser, ~~and~~up ~~(iii~~to 9.99%) of our ~~other~~outstanding ~~operating~~common ~~costs,~~stock ~~such~~immediately asfollowing ~~through~~the ~~higher~~consummation ~~rates~~of ~~charged~~this ~~by our~~offering, ~~service~~the ~~suppliers.~~opportunity ~~Supply~~to ~~chain~~purchase, ~~constraints~~if ~~have~~the ~~led~~purchaser toso ~~higher inflation~~chooses, ~~which~~Pre-Funded ifUnits ~~sustained,~~each ~~could~~including ~~have~~one aPre-Funded ~~negative~~Warrant ~~impact~~and onone ~~our~~Common ~~operations~~Warrant. ToEach ~~moderate~~Pre-Funded ~~effects~~Warrant ofwill ~~these~~be ~~increasing~~exercisable ~~costs,~~for weone ~~instituted~~share ~~proactive~~of ~~initiatives~~our tocommon ~~optimize~~stock. ~~efficiencies~~The inpurchase ~~our~~price ~~daily~~of ~~operations.~~each ~~We also~~Pre-Funded ~~replaced~~Warrant ~~certain~~will ~~service~~equal the ~~suppliers~~price ~~with~~per ~~alternatives~~share ~~that~~of ~~offered~~common ~~more~~stock ~~competitive~~being ~~rates~~sold ~~while~~to ~~not~~the ~~compromising~~public ~~service~~in ~~quality. In~~this ~~addition~~offering, weminus ~~expect~~$0.001, toand ~~modestly~~the ~~increase~~exercise ~~the~~price ~~rates~~of weeach ~~charge~~Pre-Funded Warrant ~~our~~will ~~customers~~be in$0.001 ~~response~~per toshare. To the ~~inflationary~~extent ~~environment~~such ~~should~~Pre-Funded ~~such inflationary~~Warrants ~~pressures~~and ~~further~~Common ~~deteriorate~~Warrants inare ~~the~~exercised, ~~near~~additional ~~future.~~shares ~~However~~of our common stock will be issued, wewhich ~~cannot~~will ~~assure~~result ~~you~~in ~~that~~dilution ~~these~~to ~~measures~~the weholders ~~have~~of ~~taken~~our orcommon ~~will take~~stock ~~will~~and beincrease ~~effective,~~the ifnumber atof ~~all,~~shares oreligible ~~that~~for resale wein ~~will~~the bepublic ~~able~~market. toSales ~~effectively~~of ~~mitigate~~substantial ~~any~~numbers ~~inflationary~~of ~~pressures~~such shares in the ~~future.~~public Ifmarket ~~inflation or~~could ~~interest~~adversely ~~rates~~affect ~~were~~the tomarket ~~significantly~~price of ~~increase,~~ our ~~business~~common ~~and~~stock, the ~~results~~impact of ~~operations~~which ~~may~~increases beas ~~negatively~~our ~~affected~~stock price increases.

Interest rates, liquidity of credit markets and volatility of capital markets could also affect our business and results of operations as well as our ability to raise capital on favorable terms, or at all.

~~If we are unable~~ toCertain ~~hire,~~provisions ~~retain~~of orthe ~~motivate~~Pre-Funded ~~qualified~~Warrants ~~personnel,~~and ~~consultants,~~Common ~~independent~~Warrants ~~contractors,~~could ~~and~~discourage ~~advisors,~~an weacquisition ~~may~~of ~~not~~us beby ~~able~~a tothird ~~grow effectively~~party.

~~Our~~Certain ~~performance~~provisions ~~will be~~of ~~largely~~the ~~dependent~~Pre-Funded onWarrants ~~the~~and ~~talents~~Common ~~and~~Warrants ~~efforts~~could make ofit ~~highly~~more ~~skilled~~difficult ~~individuals~~or ~~that~~expensive wefor ~~attract~~a third party to ~~our~~acquire ~~company~~us. ~~Our~~The ~~future~~Pre-Funded ~~success~~Warrants ~~depends~~and Common Warrants prohibit us from engaging onin ~~our~~certain ~~continuing~~transactions ~~ability~~constituting to“fundamental ~~identify~~transactions” unless, ~~hire~~among other things, ~~develop~~the surviving entity assumes our obligations under the Pre-Funded Warrants and Common Warrants. In the event of a fundamental transaction, ~~motivate~~as described in the Pre-Funded Warrants and ~~retain~~Warrants ~~highly~~and ~~qualified~~generally ~~personnel~~including ~~for~~any ~~all~~reorganization, ~~areas~~recapitalization or reclassification of our ~~organization:~~shares of common stock, ~~technological~~the assale, ~~well~~transfer asor ~~entrepreneurial.~~other ~~Competition~~disposition ~~for~~of ~~such~~all ~~qualified~~or ~~employees~~substantially isall ~~intense.~~of Ifour weproperties door ~~not~~assets, ~~succeed~~our inconsolidation ~~attracting~~or ~~competent~~merger with or into ~~personnel~~another person, the acquisition of more than 50% of our outstanding securities, or inany ~~retaining~~person or ~~motivating~~group ~~them~~becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of securities, wethe ~~may~~holders of the Pre-Funded Warrants and Warrants will be ~~unable~~entitled to ~~grow~~receive ~~effectively.~~upon Inexercise ~~addition~~of the pre- funded warrants the kind and amount of securities, ~~our~~cash ~~future~~or ~~success~~other ~~depends~~property ~~largely~~that onthe holders ~~our~~would ~~ability~~have received had they exercised the Pre-Funded Warrants immediately prior to ~~retain~~such ~~key~~fundamental ~~consultants~~transaction ~~and~~on ~~advisors~~a net exercise basis. These ~~Our~~and ~~inability~~other toprovisions ~~retain~~of ~~their~~the ~~services~~Pre-Funded Warrants and Common Warrants could ~~negatively~~prevent ~~impact~~or ~~our~~deter ~~business~~a ~~and~~third ~~our~~party from acquiring us even ~~ability~~where tothe ~~execute~~acquisition ~~our~~could ~~business~~be ~~strategy~~beneficial to you.

~~The~~Significant ~~Company~~holders ~~and its subsidiaries do not presently maintain fire, theft, product liability~~ or ~~any~~beneficial ~~other~~holders of ~~property~~shares ~~insurance,~~of ~~which~~our ~~leaves~~common usstock ~~with~~may ~~exposure in~~not ~~the~~be ~~event~~permitted ~~of loss or damage~~ to ~~our~~exercise ~~properties~~the orPre-funded ~~claims~~Warrants ~~filed~~that ~~against~~they ushold.

~~The~~A ~~Company~~holder ~~and~~of ~~its~~the ~~subsidiaries do~~Pre-funded Warrants will not ~~maintain~~be entitled ~~fire~~to exercise any portion of any Pre-funded Warrant that, ~~theft~~upon giving effect to such exercise, ~~product~~would ~~liability~~cause: or(i) ~~property~~the ~~insurance~~aggregate number of ~~any~~shares ~~kind.~~of ~~The~~our ~~company~~common ~~and~~stock ~~its~~beneficially ~~subsidiaries~~owned ~~bear~~by ~~the~~such ~~economic~~holder ~~risk~~ (together with ~~respect~~its affiliates) to ~~loss~~exceed of4.99% (or ~~damage~~9.99% orat ~~destruction~~the election of the holder) of the number of shares of our common stock immediately after giving effect to the exercise; or (ii) the combined voting power of our ~~property~~securities ~~and~~beneficially owned by such holder (together with its affiliates) to exceed 4.99% (or 9.99% at the ~~interruption~~election of the holder) of the combined voting power of all of our ~~business~~securities outstanding immediately after giving effect to the exercise, as ~~well~~such percentage asownership ~~liability~~is determined in accordance with the terms of the Pre-funded Warrants. As a result, you may not be able to ~~third~~exercise ~~parties~~your Pre-funded Warrants for ~~damage~~shares orof ~~destruction~~our tocommon ~~them~~stock orat ~~their~~a ~~property~~time ~~that~~when ~~may~~it would be ~~caused~~financially bybeneficial ~~our~~for ~~personnel~~you orto ~~products~~do so. ~~Such~~In ~~liability~~such a circumstance, you could beseek ~~substantial and~~to ~~the~~sell ~~occurrence~~your ofPre-funded ~~such~~Warrants ~~loss~~to orrealize ~~liability~~value, but you may ~~have~~be aunable ~~material~~to ~~adverse~~do ~~effect~~so onin ~~our~~the ~~business,~~absence ~~financial~~of ~~condition~~an established trading market and ~~prospects~~due to applicable transfer restrictions.

~~Our~~If ~~operating~~we ~~history may~~do not bemaintain ~~indicative~~a ofcurrent and effective prospectus relating to our ~~future~~common ~~growth~~stock orissuable ~~financial~~upon ~~results~~exercise ~~and~~of wethe ~~may~~Pre-funded ~~not~~Warrants or the Warrants, holders will only be able to exercise ~~sustain~~such ~~our~~Pre-funded ~~historical~~Warrants ~~growth~~or ~~rates~~the Warrants on a “cashless basis.”

~~Our~~If ~~operating~~we ~~history may~~do not bemaintain ~~indicative~~a ofcurrent ~~our~~and ~~future~~effective prospectus ~~growth~~relating orto ~~financial~~the ~~results.~~shares ~~There~~of isour nocommon ~~assurance~~stock ~~that~~issuable weupon ~~will~~exercise beof ~~able~~the toPre-funded ~~grow~~Warrants inor ~~future~~the ~~periods. Our~~Common ~~growth~~Warrants ~~rates~~at ~~may~~the time ~~decline~~that ~~for~~holders ~~any~~wish ~~number~~to ofexercise ~~possible~~such ~~reasons~~warrants, ~~and~~they ~~some~~will ofonly ~~them~~be ~~are~~able ~~beyond~~to ~~our~~exercise ~~control,~~them ~~including~~on ~~decreasing~~a ~~customer demand,~~“cashless ~~increasing competition~~basis,” ~~declining~~and ~~growth~~under no ofcircumstances ~~the~~would ~~touchscreen~~we ~~industry~~be inrequired ~~general,~~to ~~emergence~~make ofany ~~alternative~~cash ~~business~~payments ~~models,~~ or ~~changes~~ innet ~~government~~cash ~~policies~~settle orsuch ~~general~~warrants ~~economic conditions. We will continue~~ to ~~expand~~the ~~our~~holders. ~~sales~~As ~~network~~a ~~and~~result, ~~product~~the ~~offerings to bring~~number ~~greater~~of ~~convenience~~shares toof our ~~customers~~common ~~and~~stock tothat ~~increase~~holders ~~our~~will ~~customer~~receive ~~base~~upon ~~and~~exercise ~~number~~ of ~~transactions. However,~~ the ~~execution~~Pre-funded ofWarrants ~~our~~or ~~expansion plan~~the isCommon ~~subject~~Warrants towill ~~uncertainty~~be ~~and~~fewer than ~~the~~it ~~total~~would ~~number~~have ofbeen ~~items~~had ~~sold~~such ~~and~~holders ~~number~~exercised oftheir ~~transacting~~Pre-funded ~~customers~~Warrants ~~may~~or ~~not grow at~~ the ~~rate~~Common weWarrants ~~expect~~ for ~~the reasons stated above~~cash. If ~~our~~we ~~growth~~are ~~rates~~unable ~~decline,~~to ~~investors’~~maintain a ~~perceptions~~current ~~of our business~~ and ~~prospects~~effective ~~may~~prospectus, bethe ~~adversely affected~~potential ~~and~~“upside” of the ~~market~~holder’s ~~price~~investment ofin our ~~common~~company ~~stock~~may ~~could~~be ~~decline~~reduced.

We ~~incur significant~~may ~~costs~~not ~~and~~receive ~~demands~~any ~~upon~~additional ~~management~~funds ~~and~~upon ~~accounting~~the ~~and~~exercise ~~finance resources as a result~~ of ~~complying with~~ the ~~laws~~Common ~~and regulations affecting public companies~~Warrants. If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements and otherwise make timely and accurate public disclosure could be impaired, which could harm our operating results, our ability to operate our business and our reputation.

~~Our~~Each ~~management is~~warrant ~~responsible~~may for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be ~~disclosed~~exercised by usway inof ~~the~~a ~~reports that we file or submit~~cashless ~~under~~exercise ~~the~~if ~~Exchange~~at ~~Act is recorded, processed, summarized and reported, within~~ the time ~~periods~~of ~~specified~~exercise inhereof ~~the~~there ~~Commission’s~~is ~~rules and~~no ~~forms.~~effective ~~Disclosure~~registration ~~controls~~statement ~~and procedures include~~registering, ~~without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files~~ or ~~submits under~~ the ~~Exchange~~prospectus ~~Act~~contained therein is ~~accumulated~~not ~~and~~available ~~communicated~~for to the ~~issuer’s~~issuance ~~management~~of, ~~including~~the ~~its~~shares ~~principal~~underlying ~~executive~~the ~~officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~warrant.

We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant will be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise or by means of a “cashless exercise”. Accordingly, we will not receive any meaningful additional funds upon the exercise of the Pre-Funded Warrants.

AnWe ~~evaluation was~~incur ~~conducted~~significant ~~under~~costs ~~the~~and ~~supervision~~demands upon management and ~~with~~accounting ~~the~~and ~~participation~~finance ofresources ~~our~~as ~~management~~a result of ~~the~~complying ~~effectiveness~~with of the ~~design~~laws and ~~operation~~regulations ofaffecting ~~our disclosure~~public ~~controls~~companies; ~~and~~if we ~~procedures~~fail asto ofmaintain ~~January~~proper ~~31,~~and ~~2024.~~effective ~~Based~~internal ~~on that evaluation~~controls, our ~~management~~ability ~~concluded~~to ~~that~~produce ~~our~~accurate ~~disclosure controls~~ and ~~procedures~~timely ~~were~~financial ~~not~~statements ~~effective~~and asotherwise make oftimely ~~such~~and ~~date~~accurate topublic ~~ensure~~disclosure ~~that~~could ~~information required to~~ be ~~disclosed~~impaired, inwhich ~~the~~could ~~reports~~harm ~~that~~our weoperating ~~file or submit under the Exchange Act~~results, isour ~~recorded,~~ability ~~processed,~~to ~~summarized~~operate ~~and~~our ~~reported within the time periods specified in SEC rules~~ business and ~~forms~~our ~~as a result of the following material weaknesses:~~reputation.

·Our Because of the Company’s limited resources, there are limited controls over information processing. · There is an inadequate segregation of duties consistent with control objectives. The Company’s management is ~~limited~~responsible infor ~~number,~~establishing ~~resulting~~and inmaintaining a ~~situation~~system ~~where limitations on segregation~~ of ~~duties~~disclosure ~~exist.~~controls Inand ~~order~~procedures to(as ~~remedy~~defined ~~this~~in ~~situation,~~Rule we13a-15(e) ~~would~~and ~~need~~15d-15(e) under tothe ~~hire~~Exchange ~~additional~~Act) ~~staff~~that ~~to provide greater segregation of duties. Currently, it~~ is ~~not~~designed ~~feasible~~ to ~~hire~~ensure ~~additional~~that ~~staff~~information required to ~~obtain~~be ~~optimal~~disclosed ~~segregation~~by ofus ~~duties. Management will reassess this matter~~ in the ~~following~~reports ~~year~~that towe ~~determine~~file ~~whether~~or ~~improvement~~submit under inthe ~~segregation~~Exchange ofAct ~~duty~~ is ~~feasible.~~recorded, ·processed, ~~The~~summarized ~~Company~~and ~~does not have a sitting audit committee financial expert~~reported, ~~and~~within ~~thus~~ the ~~Company~~time ~~lacks~~periods ~~the~~specified ~~board~~in ~~oversight role within~~ the ~~financial~~Commission’s ~~reporting~~rules and ~~process~~forms. ·Disclosure ~~There~~controls isand aprocedures ~~lack~~include, ofwithout ~~formal~~limitation, ~~policies~~controls and procedures ~~necessary~~designed to ~~adequately~~ensure ~~review~~that ~~significant~~information required ~~accounting~~to ~~transactions.~~be ~~The~~disclosed ~~Company~~by ~~utilizes~~an aissuer ~~third-party~~in ~~independent~~the ~~contractor~~reports ~~for~~that ~~the~~it ~~preparation~~files ofor ~~its~~submits ~~financial~~under ~~statements.~~the ~~Although~~Exchange ~~the~~Act ~~financial~~is ~~statements~~accumulated and ~~footnotes~~communicated ~~are~~to the ~~reviewed~~issuer’s ~~by our~~ management, weincluding doits ~~not~~principal ~~have~~executive aofficer ~~formal~~or ~~policy~~officers ~~to review significant accounting transactions~~ and ~~the~~principal ~~accounting~~financial ~~treatment~~officer ofor ~~such~~officers, ~~transactions.~~or ~~The~~persons performing ~~third-party~~similar ~~independent~~functions, ~~contractor~~as isappropriate ~~not involved in the day~~ to ~~day~~allow ~~operations of the Company and may not be provided information from management on a~~ timely ~~basis~~decisions toregarding ~~allow~~required ~~for adequate reporting/consideration of certain transactions~~disclosure.

AsAn ofevaluation ~~the date~~was ofconducted ~~this~~under ~~prospectus,~~the wesupervision and ~~have~~with ~~established~~the anparticipation ~~audit~~of ~~committee~~our ~~with~~management aof ~~designated~~the ~~financial~~effectiveness ~~expert.~~of Wethe ~~maintain~~design ~~board~~and ~~oversight~~operation of ~~the financial~~our ~~reporting~~disclosure ~~process~~controls and ~~has~~procedures as ~~implemented~~of ~~internal~~July ~~policies~~31, to2025. ~~review~~Based ~~significant~~on ~~accounting~~that ~~transactions~~evaluation, ~~including~~our ~~The~~management ~~Review Policy~~concluded ~~for~~that ~~Related~~our ~~Party~~disclosure ~~Transactions.~~controls ~~Our~~and ~~management~~procedures ~~will~~were ~~continue~~not toeffective as ~~monitor~~of ~~and~~such ~~evaluate the~~date ~~effectiveness~~to ofensure ~~our~~that ~~internal~~information ~~controls~~required ~~and~~to ~~procedures~~be ~~and~~disclosed ~~our~~in ~~internal~~the ~~controls~~reports ~~over~~that ~~financial~~we ~~reporting~~file onor ansubmit ~~ongoing~~under ~~basis~~the ~~and~~Exchange Act, is recorded, ~~committed~~processed, tosummarized ~~taking~~and ~~further~~reported ~~action~~within ~~and~~the ~~implementing~~time ~~additional~~periods ~~enhancements~~specified orin ~~improvements,~~SEC asrules ~~necessary~~ and forms as ~~funds~~a ~~allow.~~result of the following material weaknesses:

There is an inadequate segregation of duties consistent with control objectives. The Company’s management is limited in number, resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter in the following year to determine whether improvement in segregation of duty is feasible.

There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third-party independent contractor for the preparation of its financial statements.

Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

If our internal control over financial reporting or our disclosure controls are not effective, we may be unable to issue our financial statements in a timely manner, we may be unable to obtain the required audit or review of our financial statements by our independent registered public accounting firm in a timely manner or we may be otherwise unable to comply with the periodic reporting requirements of the SEC, our common stock intended to be listed on Nasdaq could be suspended or terminated and our share price could materially suffer. In addition, we or members of our management could be subject to investigation and sanction by the SEC and other regulatory authorities and to shareholder lawsuits, which could impose significant additional costs on us and divert management attention.

We ~~may~~do ~~fail~~not intend to ~~make~~pay ~~necessary~~dividends ~~acquisitions~~on our orcommon ~~investments or enter desirable strategic alliances~~stock, ~~and~~so weany ~~may~~returns ~~not~~will be ~~able~~limited to ~~achieve~~ the ~~anticipated~~value ~~benefits~~of ~~from~~our ~~such~~common ~~acquisitions, investments or strategic alliances~~stock.

~~Our strategy~~We ~~for~~currently ~~long-term growth,~~anticipate ~~productivity~~that ~~and~~we ~~profitability~~will ~~depends~~retain ~~in part on our ability to make prudent decisions~~any tofuture ~~make~~earnings ~~strategic acquisitions or investments or enter desirable alliances and~~ to ~~realize~~finance the ~~benefits~~continued wedevelopment, ~~expect~~operation ~~when we make those investments or acquisitions. We may evaluate~~ and ~~consider~~expansion ~~strategic~~of ~~acquisitions and investments or enter strategic alliances to develop new services or solutions, with an aim to enhance~~ our ~~competitive~~business. ~~position~~As ~~and~~a ~~achieve long-term growth~~result, ~~productivity and profitability. However,~~ we ~~cannot~~do ~~assure~~not ~~you~~anticipate ~~that we will make prudent decisions on such acquisitions, investments, strategic alliances at all times. In addition,~~declaring ~~investments~~ or ~~acquisitions~~paying ~~involve~~any ~~numerous~~cash ~~risks,~~dividends ~~including (i) potential failure to achieve the expected benefits of the integration~~ or ~~acquisition,~~other ~~(ii) difficulties~~distributions in, ~~and~~ the ~~cost~~foreseeable ~~of,~~future. ~~integrating~~If ~~operations,~~we ~~technologies,~~do ~~services~~not ~~and~~pay ~~personnel~~dividends, ~~(iii) potential write-offs of acquired assets or investments and (iv) downward effect on~~ our ~~operating~~common ~~results.~~stock ~~These~~may ~~transactions~~be ~~will also~~less ~~divert~~valuable ~~management’s~~because ~~time~~stockholders ~~and~~must ~~resources~~rely ~~from~~on ~~our~~sales ~~normal course~~ of ~~operations,~~their ~~and~~common westock ~~may~~after ~~have~~price ~~to incur unexpected liabilities or expenses. Strategic alliances with third parties could also subject us to a number of risks~~appreciation, ~~including~~which ~~risks~~may ~~associated~~never ~~with potential leakage of proprietary information~~occur, ~~non-performance by~~to ~~the~~realize ~~counterparty and an increase in expenses incurred in establishing new~~any ~~strategic~~gains ~~alliances,~~on ~~any~~their ~~of which may materially and adversely affect our business~~investment.

If we cannot successfully execute or effectively operate, integrate, leverage and grow the acquired businesses or strategic alliances, our financial results and reputation may be materially and adversely affected. While we expect our future acquisitions, investments or strategic alliances to further enhance our value propositions to customers and improve our long-term profitability, there can be no assurance that we will realize our expectations within the time frame we envisage, if at all, or that we can continue to support the values we allocate to these acquired, invested or alliance businesses, including their goodwill or other intangible assets.

~~We may not be able~~ toAnti-takeover provisions ~~prevent~~contained ~~others~~in ~~from~~our ~~unauthorized~~bylaws ~~use~~and Articles of ~~our~~Incorporation ~~intellectual~~as ~~property,~~well ~~which~~as ~~could~~provisions ~~harm~~of ~~our~~Nevada ~~business~~law, ~~and~~could ~~competitive~~impair a ~~position~~takeover attempt.

WeOur ~~may~~bylaws, ~~become an attractive~~Articles ~~target for intellectual property attacks in the future with the increasing recognition~~ of ~~our~~Incorporation ~~brand.~~and ~~Any~~Nevada oflaw ~~our~~contain ~~intellectual~~provisions ~~property rights~~which could behave ~~challenged,~~the ~~invalidated,~~effect ~~circumvented or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, there can be no assurance that (i) all~~ of ~~our~~rendering ~~intellectual~~more ~~property rights will be adequately protected~~difficult, ordelaying ~~(ii) our intellectual property rights will not be challenged by third parties~~ or ~~found~~preventing ~~by a judicial authority to be invalid~~an oracquisition ~~unenforceable.~~deemed Asundesirable ofby ~~the~~our ~~date~~board of ~~the prospectus, we have only two domain names: roshing~~directors.~~com~~ ~~and~~Our ~~tianci-ciit.com.~~corporate Wegovernance ~~have~~documents ~~not~~include ~~owned or had rights to any other intellectual property, such as patents, copyrights, trademarks, etc.~~provisions:

We· ~~are~~limiting ~~a “smaller~~the ~~reporting~~liability ~~company”~~of, ~~under~~and ~~Rule~~providing ~~12b-2~~indemnification to, our directors and officers; · limiting the ability of our stockholders to call and bring business before special meetings; · controlling the ~~Securities~~procedures ~~Exchange~~for ~~Act~~the conduct and scheduling of ~~1934,~~board of directors and westockholder ~~cannot~~meetings; be· ~~certain~~providing ifour ~~the scaled~~board ~~disclosure~~of ~~requirements~~directors ~~applicable~~with the express power to ~~smaller~~postpone ~~reporting~~previously ~~companies~~scheduled ~~will~~annual ~~make~~meetings; ~~our~~· ~~common~~permitting ~~stock~~the removal of directors only upon vote or written consent of stockholders representing not less ~~attractive~~than two-thirds (2/3) of the issued and outstanding capital stock entitled to ~~investors~~voting power; and ~~make~~ it· ~~more~~restricting ~~difficult~~the ability to ~~raise~~adopt ~~capital~~a asnew ~~and~~bylaw ~~when~~upon wea ~~need~~majority itvote of stockholders. The Board shall have the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation.

We may continue to be a smaller reporting company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as (a) the market value of our common stock held by non-affiliates is equal to or less than $250 million as of the last business day of the most recently completed second fiscal quarter, and (b) our annual revenues is equal to or less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is equal to or less than $700 million as of the last business day of the most recently completed second fiscal quarter.

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. In addition, taking advantage of reduced disclosure obligations may make the comparison of our financial statements with other public companies difficult or impossible. If investors are unable to compare our business with other companies in our industry, we may not be able to raise additional capital as and when we need it, which may materially and adversely affect our financial condition and results of operations.

Anti-takeover provisions contained in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt.

Our bylaws, amended articles of incorporation and Nevada law contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

· limiting the liability of, and providing indemnification to, our directors and officers; · limiting the ability of our stockholders to call and bring business before special meetings; · controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; · providing our board of directors with the express power to postpone previously scheduled annual meetings; · the removal of directors only upon vote or written consent of stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power; and · The approval to adopt a new bylaw upon a majority vote of stockholders. The Board shall have the power to amend, alter, change, or repeal any provision contained in the bylaws of incorporation.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

The Nevada Revised Statutes (“NRS”) Sections 78.411 through 78.444, regulate business combinations with interested stockholders. The NRS defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the outstanding shares of the corporation. Pursuant to NRS Sections 78.411 through 78.444, combinations with an interested stockholder remain prohibited for two years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. NRS 78.434 permits a Nevada corporation to opt out of the statute with appropriate provisions in its articles of incorporation.

NRS Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record in Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who vote against the voting rights have dissenters’ rights in the event that the stockholders approve voting rights. NRS Section 78.378 provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation.

Any damage to the reputation and recognition of our brand names, including negative publicity against us, our services, operations and our directors, senior management and business partners may materially and adversely affect our business operations and prospects. 27

~~We believe our brand image and corporate reputation~~Cautionary ~~will~~Note ~~play~~Regarding anForward-Looking increasingly important role in enhancing our competitiveness and maintaining business growth. Many factors, some of which are beyond our control, may negatively impact our brand image and corporate reputation if not properly managed. These factors include our ability to provide superior solutions and services to our customers, successfully conduct marketing and promotional activities, manage relationship with and among our customers and business partners, and manage complaints and events of negative publicity, maintain positive perception of our Company, our peers and supply chain solution industry in general. Any actual or perceived deterioration of our service quality, which is based on an array of factors including customer satisfaction, rate of complaint or rate of incident, could subject us to damages such as loss of important customers. Any negative publicity against us, our solutions and services, operations, directors, senior management, employees, business partners or our peers could adversely affect customer perception of our brand, cause damages to our corporate reputation and result in decreased demand for our solutions and services. If we are unable to promote our brand image and protect our corporate reputation, we may not be able to maintain and grow our customer base, and our business and growth prospects may be adversely affected.Statements

WeCertain statements in this prospectus, including the documents incorporated by reference herein and therein, may ~~from~~contain ~~time~~“forward-looking tostatements” ~~time~~within bethe ~~subject~~meaning of the federal securities laws. Our forward-looking statements include, but are not limited to, ~~claims~~statements about us and our industry, as ~~disputes~~well as statements regarding our or our management team’s expectations, ~~lawsuits~~hopes, ~~and~~beliefs, intentions or strategies regarding the future. Additionally, any statements that refer to projections, forecasts or other ~~legal~~characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We intend the forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and ~~administrative~~similar ~~proceedings~~expressions, as well as statements in future tense, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

WeForward-looking statements ~~and~~should ~~our~~not ~~management may~~ be ~~subject~~read toas ~~claims, disputes,~~a ~~lawsuits,~~guarantee ~~investigations and other legal and administrative proceedings incidental to the conduct~~ of ~~our~~future ~~business~~performance ~~from time to time. We are currently not party to any legal~~ or ~~arbitration~~results ~~proceedings, including those relating to bankruptcy, receivership or similar proceedings~~ and ~~those involving any third party, which~~ may ~~have,~~not orbe ~~have~~accurate ~~had~~indications inof ~~the~~when ~~recent~~such ~~past, material adverse effects on our financial~~performance ~~position~~ or ~~profitability.~~results ~~Any~~will ~~claims~~be ~~against~~achieved. usForward-looking orstatements ~~our~~are ~~management,~~based ~~with~~on orinformation ~~without~~we ~~merit,~~have ~~could~~when bethose ~~time-consuming~~statements ~~and~~are ~~costly~~made ~~to defend~~ or ~~litigate, divert our~~ management’s good ~~attention~~faith ~~and~~belief ~~resources~~as ~~or harm our brand equity. Claims arising out~~ of ~~actual~~that ortime ~~alleged~~with ~~violations of~~respect ~~law,~~to ~~breach~~future ~~of contract or torts could be asserted against us by customers~~events, ~~business partners, suppliers, competitors, employees or governmental entities in investigations~~ and ~~legal~~are ~~proceedings.~~subject ~~These claims could be asserted under a variety of laws, including but not limited~~ to ~~intellectual~~significant ~~property~~risks ~~laws, labor~~ and ~~employment~~uncertainties ~~laws,~~that ~~securities~~could ~~laws, tort laws, contract laws, property laws, and employee~~cause ~~benefit~~actual ~~laws.~~performance ~~If a lawsuit~~ or ~~governmental~~results ~~proceeding against us is successful, we may be required~~ to ~~pay~~differ ~~substantial~~materially ~~damages~~from orthose ~~fines. We~~expressed ~~may~~in ~~also lose,~~ or besuggested ~~limited~~by ~~in,~~ the ~~rights~~forward-looking ~~to offer some of our services~~statements. AsImportant factors athat ~~result, the scope of our services~~ could because ~~reduced, which~~such ~~could~~differences ~~adversely affect our ability to attract new customers~~include, ~~harm~~but ~~our reputation and have a material adverse effect on our business, financial condition and results of operations. Even if we~~ are ~~successful~~not inlimited ~~our attempt~~ to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming, and ultimately futile.:

We· ~~may~~future ~~engage~~general dry bulk shipping market conditions, including fluctuations in charter rates; · our future operating or financial results; · our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations; · changes in our operating expenses, including bunker prices, dry docking and insurance costs; · our ability to meet requirements for additional capital and financing to grow our business; · planned or pending acquisitions, business strategy and expected capital spending or operating expenses, including dry-docking, surveys, upgrades and insurance costs; · changes in governmental rules and regulations or actions taken by regulatory authorities; · our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions ~~that~~as ~~present~~ planned; · potential conflicts of interest involving members of our board of directors, or the Board, and senior management; · potential liability from pending or future litigation; · potential exposure or loss from investment in derivative instruments; · forecasts of our ability to make cash distributions on our units or any increases in our cash distributions; · our ability to make additional borrowings and to access debt and equity markets; · the strength of world economies; · fluctuations in interest rates and foreign exchange rates; · changes in seaborne and other transportation; · general domestic and international political conditions; · our business strategy and other plans and objectives for future operations; · termination dates and extensions of charters; and · potential disruption of shipping routes due to accidents or political events.

~~The~~Many ~~Company’s~~of ~~officers~~the ~~and~~foregoing ~~directors~~risks ~~may~~and uncertainties, ~~enter~~as ~~into~~well ~~agreements~~as ~~with~~risks ~~the~~and ~~Company~~uncertainties ~~from~~that ~~time~~are currently unknown to ~~time~~us, ~~which~~are or may ~~not~~ be ~~equivalent~~exacerbated toby ~~similar~~factors ~~transactions~~such ~~entered~~as ~~into~~the ~~with~~ongoing ~~an independent~~conflict ~~third~~between ~~party.~~Ukraine Aand ~~conflict~~Russia, ofescalating ~~interest~~tensions ~~arises~~between ~~whenever~~China aand ~~person~~Taiwan, ~~has~~the anwar ~~interest~~in onthe ~~both~~Middle ~~sides~~East, increasing economic uncertainty and inflationary pressures, and any consequent worsening of athe ~~transaction~~global business and economic environment. ~~While~~New wefactors ~~believe~~emerge ~~that~~from ittime ~~will~~to ~~take~~time, ~~prudent~~and ~~steps~~it tois ~~ensure~~not ~~that~~possible for us to predict all ~~transactions~~such ~~between~~factors. Should one or more of the ~~Company~~risks ~~and~~or ~~any~~uncertainties ~~officer~~described in this prospectus or ~~director~~any isother ~~fair,~~filing ~~reasonable~~with the SEC occur, ~~and~~or noshould ~~more than~~the assumptions underlying the ~~amount~~forward-looking itstatements ~~would~~we ~~otherwise~~make ~~pay~~herein and totherein aprove ~~third~~incorrect, ~~party~~our actual results and plans could differ materially from those expressed in anany ~~“arms~~forward-~~length”~~looking ~~transaction,~~statements. We ~~there~~undertake ~~can~~no beobligation noto ~~assurance~~update ~~that~~publicly any ~~transaction~~ ~~will~~forward-looking ~~meet~~statements, ~~these~~whether ~~requirements~~as ina ~~every~~result ~~instance~~of new information, future events, or otherwise, except as required by law.

You should read this prospectus, the documents incorporated by reference herein, and the documents that we reference within it with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

WeUSE ~~may~~OF adjust our business strategies and models in response to changing market conditions, competitive pressures, or regulatory changes. However, there is no guarantee that these adjustments will be successful, and they may not achieve the desired results, potentially impacting our performance and financial results. PROCEEDS

AsWe ~~changes~~estimate inthat ~~our business~~the ~~environment~~net ~~occur, we~~proceeds ~~may~~from ~~adjust our business strategies to meet these changes, or we may otherwise decide to restructure~~this ~~our~~offering ~~operations~~will orbe ~~businesses~~approximately ~~or assets~~$5.22 Inmillion ~~addition,~~(assuming ~~external~~(i) ~~events~~the ~~such~~sales asof ~~shifts~~all inthe ~~demographics,~~securities ~~alterations~~being inoffered ~~consumer behavior, fluctuations~~ in ~~macroeconomic~~this ~~conditions,~~offering ~~and~~at ~~amendments to laws, regulations, and government policies governing international trade~~an ~~and~~assumed ~~commerce~~offering ~~may~~price ~~impair the value~~ of ~~our assets and increase our costs~~$1.25 ~~When~~per ~~these changes or events occur~~Unit, we(ii) ~~may~~no ~~incur~~sale ~~costs~~of tothe ~~modify our~~Pre-Funded ~~business~~Units, ~~strategy to respond to those market dynamics~~ and ~~satisfactorily~~(iii) ~~meet~~no ~~customers’~~exercise ~~demands.~~of Tothe ~~meet~~Common ~~customer~~Warrants ~~demand and~~or ~~implement~~Placement ~~our~~Agent ~~strategies and expansion plan~~Warrant), weafter ~~may~~deducting ~~shift~~placement toagent afees ~~Vessel-Operating~~and ~~Common~~estimated ~~Carrier.~~offering ~~This~~expenses ~~shift~~payable ~~aims to achieve cost efficiency~~ by ~~reducing transportation costs~~us, asbased ~~owning and operating vessels can decrease dependency~~ on ~~third-party~~an ~~shipping companies, potentially~~assumed ~~lowering~~offering ~~transportation~~price ~~costs~~of ~~over time~~$1.25 per ~~Additionally~~Unit, ~~operating~~equal ~~our~~to ~~own vessels can also provide a competitive advantage over companies that rely on third-party carriers. However, this transition may result in significant expenses for~~ the ~~purchase~~closing price of ~~vessels and related infrastructure necessary for~~ our ~~business~~common ~~growth.~~stock ~~Such~~on ~~initiatives~~Nasdaq ~~and~~on May ~~enhancements may require substantial capital expenditures. If we are unable to successfully implement our business strategies and effectively respond to changes in market dynamics~~28, ~~our future financial results will suffer~~2026. ~~Furthermore, we have incurred, and may continue to incur, increased operating expenses in connection with certain changes to our business strategies.~~

~~Risks~~However, ~~Related~~because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to ~~Doing~~closing, ~~Business~~the inactual ~~Hong~~offering amount, placement agent ~~Kong~~fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all or any of the securities we are offering. As a result, we may receive significantly less in net proceeds.

~~All~~We ~~our~~expect ~~operations are in Hong Kong. However, due~~ to ~~the~~use ~~long~~any ~~arm~~proceeds ~~provisions~~that ~~under~~we ~~the current PRC laws and regulations, the Chinese government may exercise significant oversight~~receive ~~and~~from ~~discretion~~this ~~over~~offering ~~the~~for ~~conduct~~working ofcapital ~~our business~~ and ~~may~~general ~~intervene~~corporate ~~in or influence our operations at any time, which could result in a material change in our operations and/or the value of our common stock~~purposes.

~~Tianci~~Although iswe ahave ~~holding~~identified ~~company~~some ~~and~~potential ~~we conduct our~~uses ~~operation~~of ~~through~~the ~~our~~net ~~operating~~proceeds ~~subsidiary~~to ~~Roshing~~be inreceived ~~Hong~~from ~~Kong.~~this ~~Our~~offering, ~~operations~~we ~~are~~cannot ~~primarily~~specify ~~located~~these inuses ~~Hong~~with ~~Kong~~certainty. ~~and~~The ~~few~~allocations of ~~our~~the ~~clients~~proceeds of ~~are~~this ~~Mainland~~offering ~~China~~presented ~~residents.~~above Atconstitute the ~~present~~current ~~time,~~estimates weof ~~are~~our ~~not~~management ~~materially~~and ~~affected~~are bybased ~~recent~~on ~~statements~~our bycurrent ~~the~~plans, ~~Chinese~~assumptions ~~Government indicating~~made anwith ~~intent~~respect to ~~exert~~the ~~more~~industry ~~oversight~~in ~~and~~which ~~control~~we ~~over~~currently ~~offerings that are conducted overseas and/~~or, ~~foreign investment~~ in ~~China-based issuers. However~~the future, ~~due~~expect to ~~long~~operate, ~~arm~~general ~~provisions~~economic ~~under~~conditions ~~the~~and ~~current~~our ~~PRC~~future ~~laws~~ revenue and ~~regulations,~~expenditure ~~there~~estimates. ~~remains~~Our ~~regulatory~~management ~~uncertainty~~will ~~with~~have ~~respect~~broad ~~to the~~discretion ~~implementation of Chinese law~~ in ~~Hong~~the ~~Kong.~~application ~~The~~of ~~PRC~~the ~~government~~net ~~may~~proceeds ~~choose~~from tothis ~~exercise~~offering ~~significant oversight~~ and ~~discretion, and the~~could ~~policies,~~use ~~regulations,~~them ~~rules,~~for ~~and~~purposes ~~the~~other ~~enforcement~~than ofthose ~~laws~~contemplated ofat the ~~Chinese~~time ~~government~~of tothis ~~which~~offering. weOur ~~are~~stockholders ~~subject~~ may ~~change~~not ~~rapidly~~agree ~~and~~ with ~~little~~ ~~advance~~the ~~notice~~manner toin ~~us or~~ which our ~~stockholders.~~management ~~These~~chooses ~~laws~~to allocate and ~~regulations~~spend ~~may~~the benet ~~interpreted~~proceeds. ~~and~~Moreover, ~~applied~~our ~~inconsistently~~management bymay ~~different agencies~~use orthe ~~authorities,~~net ~~and~~proceeds ~~inconsistently~~for ~~with~~corporate ~~our~~purposes that ~~current~~may ~~policies~~not ~~and~~positively ~~practices.~~impact ~~New~~our ~~laws,~~results ~~regulations,~~of ~~and~~operations ~~other~~or ~~government~~increase ~~directives in~~ the ~~PRC~~market ~~may~~value ~~also~~of beour ~~costly to comply with~~securities.

~~We are aware that recently the PRC~~Dividend government initiated a series of regulatory actions and statements to regulate business operations in certain areas in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange.Policy

~~China’s~~We ~~government~~have ~~may~~never ~~intervene~~declared or ~~influence our~~paid ~~operations~~dividends aton ~~any~~our common ~~time~~stock ~~or may exert more control over offerings conducted overseas~~ and ~~foreign~~we ~~investment,~~do ~~which~~not ~~may~~anticipate ~~result~~paying inany acash ~~material change~~dividends inon our ~~operations~~common ~~and/or~~stock in the ~~value~~foreseeable ~~of our common stock~~future. ~~The~~Payment ~~promulgation~~ of ~~new~~cash ~~laws or regulations~~dividends, ~~or the new interpretation~~ ofif ~~existing laws and regulations~~any, in ~~each~~the ~~case~~future ~~that~~will ~~restrict~~be orat ~~otherwise unfavorably impact~~ the ~~ability~~discretion orof ~~way~~our weboard ~~conduct~~of ~~our~~directors ~~business~~ and ~~could~~will ~~require~~depend uson toapplicable ~~change~~law ~~certain~~and ~~aspects~~then-existing ~~of our business to ensure compliance~~conditions, including ~~which could decrease demand for~~ our ~~services,~~financial ~~reduce revenues~~condition, ~~increase~~operating ~~costs~~results, ~~require~~contractual ~~us to obtain more licenses~~restrictions, ~~permits,~~capital ~~approvals or certificates~~requirements, orbusiness ~~subject~~prospects usand toother ~~additional liabilities.~~factors Toour ~~the~~board ~~extent~~of ~~any~~directors ~~new~~may ordeem ~~more~~relevant. ~~stringent~~We ~~measures~~currently ~~are~~intend ~~required~~ to beretain ~~implemented,~~all ~~our~~available ~~business,~~funds ~~financial condition~~ and ~~results~~any offuture ~~operations could~~earnings beto ~~adversely~~fund ~~affected as well as materially decrease~~ the ~~value~~development and growth of our ~~common stock~~business.

We will rely on dividends and other distributions on equity paid by our Hong Kong subsidiary to fund any cash and financing requirements we may have. In the future, the PRC government may impose restrictions on our ability to transfer funds out of Hong Kong to fund operations or for other use outside of Hong Kong. Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business and might materially decrease the value of our common stock.CAPITALIZATION

WeThe ~~are~~following atable ~~holding~~sets ~~company incorporated~~forth ~~in the United States, and we rely on dividends and other distributions on equity paid by~~ our ~~subsidiary in Hong Kong for~~capitalization ~~our~~as ~~cash~~of ~~and~~January ~~financing requirements~~31, ~~including~~2026 ~~the~~as funds necessary to pay dividends and other cash distributions to our stockholders and service any debt we may incur. If our subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.follows:

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing. The PRC laws and regulations do not currently have any material impact on transfers of cash from Roshing to Tianci or from Tianci to Roshing. However, the Chinese government may, in the future, impose restrictions or limitations on our ability to transfer money out of Hong Kong, to distribute earnings and pay dividends to and from the other entities within our organization, or to reinvest in our business outside of Hong Kong. Such restrictions and limitations, if imposed in the future, may delay or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operating subsidiary in Hong Kong. The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case, that restrict or otherwise unfavorably impact the ability or way we conduct our business, could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our common stock.

	·	on an actual basis, giving effect to the one-for-seven reverse stock split of the common stock that the Company effected on March 20, 2026;

	·	on an as adjusted basis to reflect the issuance by us in this offering of 4,800,000 Units at an assumed offering price of $1.25 per Unit (the last reported sale price of our common stock on Nasdaq on May 28, 2026) after deducting the placement agent fees and estimated offering expenses payable by us, and assuming the sales of all of the securities we are offering, no issuance of the Pre-Funded Units, and no exercise of the Common Warrants and Placement Agent Warrant.

~~Changes~~You inshould ~~international~~read this table together with “Management’s ~~trade~~Discussion ~~policies,~~and ~~trade~~Analysis ~~disputes,~~of ~~barriers~~Financial toCondition ~~trade~~and Results of Operations,” oras ~~the~~well ~~emergence~~as ofour afinancial ~~trade~~statements ~~war~~and ~~may~~related ~~dampen~~notes and ~~growth~~the other financial information appearing in ~~Hong~~our ~~Kong~~Annual Report on Form 10-K for the fiscal year ended July 31, ~~China~~2025 and ~~other~~our ~~markets~~Quarterly ~~where~~Report on Form 10-Q for the ~~majority~~quarter ofended ~~our~~January ~~clients~~31, ~~reside~~2026, which are incorporated by reference in this prospectus.

Political events, international trade disputes, and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on us and our customers, service providers, and other partners. International trade disputes could result in tariffs and other protectionist measures which may materially and adversely affect our business.

January 31, 2026
(in thousands, except share and per share amounts)	Actual		As Adjusted
Series A Preferred Stock, $0.0001 par value; 80,000 shares authorized; no shares issued and outstanding on an actual and as adjusted basis	$	–	$	–
Series B Preferred Stock, $0.0001 par value; 80,000 shares authorized; 0 issued and outstanding as of January 31, 2026; no shares issued and outstanding on an actual and as adjusted basis		–		–
Undesignated preferred stock, $0.0001 par value; 19,920,000 shares authorized; no shares issued and outstanding.		–		–
Common stock, $0.0001 par value, 100,000,000 shares authorized as of January 31, 2026, 2,000,000,000 shares authorized on as adjusted and as further adjusted basis; 3,618,907 shares issued and outstanding as of January 31, 2026 on an actual basis (giving effect to the reserve stock split), 8,418,907 shares issued and outstanding on as adjusted basis		362		842
Additional paid-in capital		6,134,804		11,356,028
Accumulated deficit		(3,530,856		(3,530,856	)
Non-controlling Interest		(15,391		(15,391	)
Total stockholders’ equity	$	2,588,919	$	7,810,623
Total Capitalization	$	2,588,919	$	7,810,623

Tariffs could increase the cost of the goods and products which could affect customers’ investment decisions. In addition, political uncertainty surrounding international trade disputes and the potential of the escalation to a trade war could have a negative effect on customer confidence, which could materially and adversely affect our business. We may also have access to fewer business opportunities, and our operations may be negatively impacted as a result. In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our customers, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.

Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong has a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. However, based on recent political development, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China. Hong Kong’s preferential trade status was removed by the United States government and the United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from Mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S, China and Hong Kong, which could potentially harm our business.

~~The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary.~~DILUTION

OnIf ~~June~~you ~~30,~~invest ~~2020,~~in the ~~Standing~~ ~~Committee~~securities ofin ~~the~~this PRC National People’s Congress adopted the Hong Kong National Security Law. This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secessionoffering, ~~subversion,~~your ~~terrorist~~ownership ~~activities,~~interest ~~and~~will ~~collusion~~be ~~with~~immediately adiluted ~~foreign or overseas force~~ to ~~endanger national security — and their corresponding penalties. On July 14, 2020,~~ the ~~former~~extent ~~U.S.~~of ~~President Donald Trump signed~~ the ~~Hong~~difference ~~Kong~~between ~~Autonomy Act (~~the ~~“HKAA”) into~~offering ~~law,~~price ~~authorizing~~per ~~the~~Unit ~~U.S. administration to impose blocking sanctions against individuals~~ and ~~entities who are determined to have materially contributed to~~ the ~~erosion~~net ~~of Hong Kong’s autonomy. On August 7, 2020, the U.S. government imposed HKAA-authorized sanctions~~tangible onbook ~~eleven~~value ~~individuals,~~per ~~including~~share ~~former and current Hong Kong chief executives Carrie Lam and John Lee. On October 14, 2020, the U.S. State Department submitted to relevant committees~~ of ~~Congress~~common ~~the~~stock ~~report~~after required under HKAA, identifying persons materially contributing to “the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law.” The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions that knowingly conduct a significant transaction with foreign persons sanctioned under this ~~authority~~offering. ~~The~~Dilution ~~imposition~~results ofbecause ~~sanctions may directly affect~~ the ~~foreign~~offering ~~financial~~price ~~institutions~~per asUnit ~~well as any third parties or customers dealing with any foreign financial institution that~~ is ~~targeted. It~~substantially ~~is difficult to predict the full impact of the Hong Kong National Security Law and HKAA on Hong Kong and companies located~~ in ~~Hong~~excess ~~Kong. If our Hong Kong subsidiary is determined to be in violation~~ of the ~~Hong~~book ~~Kong~~value ~~National~~per ~~Security~~share ~~Law or the HKAA by competent authorities, our business operations, financial position and results~~ of ~~operations~~common ~~could~~stock beattributable ~~materially~~to ~~and~~the ~~adversely~~existing ~~affected~~shareholders.

~~There~~Net ~~are~~tangible ~~political~~book value represents the amount ~~risks~~of ~~associated~~our ~~with~~total ~~conducting~~consolidated ~~business~~tangible inassets, ~~Hong~~which ~~Kong~~represent the amount of our total consolidated assets, excluding intangible assets, less total consolidated liabilities. Our historical net tangible book value as of January 31, 2026 was US$2,588,919, or US$0.72 per share of our common stock, as adjusted to reflect the Reverse Stock Split. Our historical net tangible book value is the amount of our total tangible assets less our liabilities. Historical net tangible book value per share of our common stock is our historical net tangible book value divided by the number of outstanding common stock as of January 31, 2026.

~~Substantially~~Dilution ~~all~~is ~~our operations~~determined ~~are based in Hong Kong. Accordingly, our business operations and financial condition will be affected~~ by ~~the~~subtracting ~~political~~net ~~and~~tangible ~~legal~~book ~~developments~~value inper ~~Hong~~common ~~Kong.~~stock, ~~During~~after ~~the~~giving ~~period~~effect ~~covered~~to by the ~~financial~~additional ~~information~~proceeds ~~included in this prospectus,~~ we ~~derive~~will ~~substantially all~~receive ~~of our revenue~~ from ~~operations~~this ~~in Hong Kong. Any adverse economic~~offering, ~~social~~from ~~and/or~~the ~~political~~assumed ~~conditions, material social unrest, strike,~~offering ~~riot,~~price ~~civil~~of ~~disturbance~~US$1.25 orper ~~disobedience~~Unit, aswhich ~~well as significant natural disasters, may adversely affect our business operations. Hong Kong~~ is ~~a special administrative region of~~ the ~~PRC~~last ~~and~~reported ~~the~~sale ~~basic~~price ~~policies~~ of ~~the~~our ~~PRC~~common ~~regarding~~stock ~~Hong~~on ~~Kong~~Nasdaq ~~are~~on ~~reflected~~May ~~in the Basic Law~~28, ~~namely,~~ ~~Hong Kong’s constitutional document~~2026, ~~which provides Hong Kong with a high degree of autonomy~~ and ~~executive,~~after ~~legislative and~~deducting ~~independent judicial powers, including that of final adjudication under~~ the ~~principle of “one country, two systems”. However,~~ ~~there~~Placement isAgent’s nofees ~~assurance that there will not be any changes in the economic, political~~ and ~~legal~~estimated ~~environment~~offering inexpenses ~~Hong~~payable ~~Kong~~by inus ~~the~~attributed ~~future. Since a substantial part of our operations is based in Hong Kong, any change of such political arrangements may pose an immediate threat~~ to ~~the~~each ~~stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial position~~share.

IfWithout ~~the~~taking ~~PRC~~into ~~attempts~~account ~~to alter~~any ~~its~~other ~~agreement~~changes in tonet ~~allow~~tangible ~~Hong~~book ~~Kong~~value toafter ~~function~~January ~~autonomously~~31, ~~this~~2026 ~~could~~other ~~potentially~~than ~~impact~~to ~~Hong~~give ~~Kong’s~~effect ~~common~~to ~~law~~the ~~legal~~sale ~~system and~~of ~~may~~the Units offered in ~~turn~~this ~~bring~~offering, ~~about~~at ~~uncertainty~~an ~~in,~~assumed offering ~~for~~price ~~example~~of US$1.25, which is the ~~enforcement~~last reported sale price of our ~~contractual~~common ~~rights.~~stock ~~This~~on ~~could,~~Nasdaq inon ~~turn~~May 28, ~~materially~~2026, ~~and adversely~~after ~~affect~~deducting ~~our~~the ~~business~~Placement Agent fees and ~~operations.~~estimated ~~Additionally,~~offering ~~intellectual~~expenses ~~property~~payable ~~rights~~by us, and ~~confidentiality~~assuming ~~protections~~the insales ~~Hong~~of ~~Kong~~all of the securities we are offering, no issuance ~~may~~of ~~not~~Pre-Funded beWarrants, asand ~~effective~~no asexercise inof the ~~United~~Common ~~States~~Warrants, orour ~~other~~pro ~~countries.~~forma ~~Accordingly,~~as weadjusted ~~cannot~~net ~~predict~~tangible ~~the~~book ~~effect~~value as of ~~future~~January ~~developments~~31, in2026 ~~the~~would ~~Hong~~have ~~Kong~~been ~~legal system~~US$7,810,623, ~~including~~or ~~the~~US$0.93 ~~promulgation~~per share of ~~new~~common ~~laws,~~stock. ~~changes~~This torepresents ~~existing~~an ~~laws~~immediate orincrease ~~the~~in ~~interpretation~~net ortangible ~~enforcement~~book ~~thereof,~~value of orUS$0.21 ~~the~~per ~~preemption~~share of ~~local~~the ~~regulations~~common bystock ~~national~~to ~~laws.~~the ~~These~~existing ~~uncertainties~~shareholders ~~could~~and ~~limit~~an ~~the~~immediate ~~legal~~dilution ~~protections~~in ~~available~~net totangible ~~us,~~book ~~including~~value of US$0.32 per ~~our~~share ~~ability~~of the common stock to ~~enforce~~investors ~~our~~purchasing ~~agreements~~securities ~~with~~in ~~our~~this ~~customers~~offering. The following table illustrates such dilution:

Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong Kong, any of such incidents may have a widespread effect on our business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our shares could be adversely affected.

Assumed offering price per Unit	$	1.25
Historical net tangible book value per share as of January 31, 2026	$	0.72
Increase in net tangible book value per share of common stock attributable to payments by new investors	$	0.21
As adjusted net tangible book value per share after giving effect to this offering	$	0.93
Dilution per share to new investors in this offering	$	0.32

The dilution information discussed above is illustrative only and will change based on the actual public offering price and other terms of this offering determined at pricing. The tables and discussion above are based on a total of 3,618,907 share of common stock issued and outstanding as of the date of this prospectus, and 8,418,907 shares of common stock after this offering, assuming: (1) the sales of all the securities being offered in this offering; (2) no Pre-Funded Units are offered hereby; and (3) no exercise of the Common Warrants and Placement Agent Warrant, unless otherwise indicated.

We may also choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

~~Recent joint statement~~Principal by the SEC and the Public Company Accounting Oversight Board (United States), or the PCAOB, proposed rule changes submitted by Nasdaq, and the newly enacted Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the trading of our common stock on U.S. stock exchanges, including the possibility that our securities can be delisted if the PCAOB cannot inspect or fully investigate our auditor.Stockholders

OnThe ~~April~~following ~~21,~~table ~~2020,~~sets ~~the~~forth information with ~~SEC~~respect ~~Chairman~~to ~~and~~the ~~PCAOB~~securities ~~Chairman,~~holdings ~~along~~of ~~with~~(i) ~~other~~Tianci’s ~~senior~~officers ~~SEC~~and ~~staff~~directors, ~~released~~and a(ii) ~~joint~~all ~~statement~~persons ~~highlighting~~which, ~~the~~pursuant ~~risks~~to ~~associated~~filings with ~~investing~~the inSEC ~~companies~~and ~~based~~our instock ortransfer records, we have ~~substantial~~reason ~~operations~~to inbelieve ~~emerging~~may ~~markets~~be ~~including~~deemed ~~China~~the beneficial owner of more than five percent (5%) of any class of Tianci’s voting stock. The ~~joint~~securities ~~statement~~“beneficially ~~emphasized~~owned” ~~the risks~~by ~~associated~~an individual are determined in accordance with ~~lack~~the definition of ~~access~~“beneficial ~~for~~ownership” set forth in the ~~PCAOB~~regulations topromulgated ~~inspect~~under ~~auditors~~the Exchange Act and, ~~audit~~accordingly, may ~~work~~include ~~papers~~securities inowned ~~China~~by or for, among others, the spouse and/or ~~higher~~minor ~~risks~~children of ~~fraud~~an individual and any other relative who resides in ~~emerging~~the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or ~~markets~~which each person has the right to acquire within 60 days through the exercise of options or otherwise.

OnThis ~~May~~table ~~18,~~has ~~2020,~~been ~~Nasdaq filed~~prepared ~~three~~based ~~proposals~~on ~~with~~3,618,907 ~~the~~shares ~~SEC~~of tocommon ~~(1)~~stock outstanding ~~apply~~as ~~minimum~~of ~~offering~~the ~~size~~date ~~requirement~~of ~~for~~the ~~companies~~prospectus. ~~primarily~~Unless ~~operating~~otherwise ~~in “Restrictive Market~~specified,” ~~(2) adopt a new requirement relating to~~ the ~~qualification~~address of ~~management~~each ~~or board~~ of ~~director~~the ~~for~~persons ~~Restrictive~~set ~~Market~~forth ~~companies, and~~below ~~(3)~~is ~~apply~~in ~~additional and more stringent criteria to an applicant or listed company based on the qualifications~~ care of ~~the Company’s auditor~~Tianci.

*Name of* *Beneficial Owner*	*Number of Shares of Common Stock*			*Percentage*
Shufang GAO		2,021,482	⁽¹⁾		55.86%
Wei FANG		9,229			0.26%
Ying DENG		7,143			0.20%
Yee Man YUNG		3,158			0.09%
Fan LIU		3,158			0.09%
Juan CHANG		–			–
Guilin ZHANG		–			–
All officers and directors as a group (7 persons)		2,044,170	⁽¹⁾		56.50%
Zhigang PEI		303,445	⁽²⁾		8.38%

(1)	Includes 2,014,339 shares of common stock owned of record by RQS Capital Limited. Shufang GAO holds voting and dispositive power over shares held by RQS Capital Limited.
(2)	Includes 256,143 shares owned of record by Silver Glory Group Limited, of which Zhigang PEI is the beneficial owner.

On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022 the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our securities may be prohibited from trading or delisted.

OnDESCRIPTION ~~December~~OF 2,CAPITAL ~~2021, the~~STOCK ~~SEC~~AND ~~adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply~~SECURITIES toWE ~~registrants~~ARE that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction.OFFERING

OnThe ~~December~~following ~~16,~~description ~~2021, the~~summarizes ~~PCAOB~~certain ~~issued~~terms aof ~~report~~our oncapital ~~its~~stock, certain ~~determinations~~provisions ~~that~~of itour isarticles ~~unable~~of toincorporated, ~~inspect~~as oramended ~~investigate~~(“Articles ~~completely~~of ~~PCAOB-registered~~Incorporation”) ~~public accounting~~and ~~firms~~bylaws ~~headquartered~~and incertain ~~China~~terms ~~and~~of inthe ~~Hong~~warrants ~~Kong~~and ~~because~~pre-funded ofwarrants ~~positions~~included ~~taken~~in bythis ~~PRC~~offering. ~~and~~This ~~Hong~~summary ~~Kong~~does ~~authorities~~not inpurport ~~those~~to ~~jurisdictions. The~~be ~~PCAOB~~complete ~~has~~and ~~made~~is ~~such~~qualified ~~designations~~in asits ~~mandated~~entirety ~~under~~by the ~~HFCA~~provisions ~~Act.~~of ~~Pursuant~~our toArticles ~~each~~of ~~annual~~Incorporation ~~determination~~and bybylaws and the ~~PCAOB,~~provisions of the ~~SEC~~warrants and ~~will~~the pre-funded warrants, ~~on an~~copies ~~annual~~of ~~basis,~~which ~~identify~~are ~~issuers~~filed ~~that~~with ~~have~~the ~~used~~SEC ~~non-inspected~~as ~~audit~~exhibits ~~firms~~to ~~and~~the ~~thus~~Registration ~~are~~Statement aton ~~risk~~Form S-1 of ~~such~~which ~~suspensions~~this prospectus informs a part, and to the ~~future~~applicable provisions of Nevada law.

OnWe ~~August~~are ~~26,~~offering ~~2022~~Units, ~~the SEC~~each ~~issued~~Unit aconsists ~~statement~~of ~~announcing~~one share ~~that the PCAOB signed a Statement~~ of ~~Protocol~~common ~~(“SOP”)~~stock ~~with~~and ~~the~~one ~~China~~Common ~~Securities Regulatory Commission~~Warrant, orat ~~CSRC,~~an ~~and~~assumed ~~the~~offering ~~Ministry~~price of ~~Finance~~$1.25 ofper ~~the~~Unit, ~~People’s~~based ~~Republic~~upon ofthe ~~China~~closing ~~governing~~price ~~inspections and investigations~~ of ~~audit~~our common ~~firms~~stock ~~based~~on inthe ~~China~~Nasdaq ~~and~~Capital ~~Hong~~Market ~~Kong, jointly agreeing~~ on ~~the~~May ~~need~~28, ~~for a framework~~2026.

OnWe ~~December~~are ~~15,~~also ~~2022,~~offering ~~the~~Pre-Funded ~~PCAOB~~Units, ~~announced~~with ~~that~~each itPre-Funded ~~has~~Unit ~~secured~~consisting ~~complete~~of ~~access~~one toPre-Funded ~~inspect~~Warrant and ~~investigate~~one ~~registered~~Common ~~public~~Warrant ~~accounting~~to ~~firms~~each ~~headquartered~~purchaser inwhose purchase ~~Mainland~~of ~~China~~Units ~~and~~would ~~Hong~~otherwise ~~Kong~~result ~~and~~in ~~voted~~the topurchaser’s, ~~vacate~~together with its affiliates, beneficial ownership exceeding 4.99% (or, at the election ~~previous~~of ~~Determination~~the ~~Report~~purchaser, up to 9.99%) of our outstanding common stock immediately following the ~~contrary~~consummation of this offering.

~~Our~~Each ~~auditor,~~Pre-Funded ~~Michael~~Warrant T.will ~~Studer~~be ~~CPA~~exercisable ~~P.C.,~~for ~~the~~one ~~independent~~common ~~registered~~stock. ~~public~~Subject ~~accounting~~to ~~firm~~limited ~~that~~exceptions, ~~issues~~a ~~the~~holder ~~audit~~of ~~report,~~Pre-Funded asWarrants anwill ~~auditor~~not ofhave ~~companies~~the ~~that~~right ~~are~~to exercise ~~traded~~any ~~publicly~~portion inof ~~the~~its ~~United~~Pre-Funded ~~States~~Warrants ~~and~~if athe ~~firm~~holder, ~~registered~~together with ~~the~~its ~~PCAOB~~affiliates, iswould ~~subject~~beneficially toown ~~laws~~ in ~~the~~excess ~~United~~of ~~States~~4.99% (or, ~~pursuant to which~~at the ~~PCAOB~~election ~~conducts~~of ~~regular~~the ~~inspections~~holder, up to ~~assess~~9.99%) ~~its~~of ~~compliance with~~ the ~~applicable~~number ~~professional~~of ~~standards.~~our ~~Our~~common ~~auditor~~stock isoutstanding ~~headquartered in~~immediately ~~Freeport,~~after ~~New~~giving ~~York~~effect ~~and~~to ~~has~~such ~~been inspected by the PCAOB on a regular basis~~exercise.

The ~~PCAOB~~purchase isprice ~~continuing~~of toeach ~~demand~~Pre-Funded ~~complete~~Unit ~~access~~will inbe ~~Mainland~~equal ~~China and Hong Kong moving forward and is already making plans~~ to ~~resume~~the ~~regular~~price ~~inspections~~per ~~in early~~Unit ~~2023~~minus $0.001, and ~~beyond,~~the asexercise ~~well~~price asof toeach ~~continue~~Pre-Funded ~~pursuing~~Warrant ~~ongoing~~will ~~investigations~~be ~~and~~$0.001 per ~~initiate~~share ~~new~~of ~~investigations~~our ascommon ~~needed~~stock. The ~~PCAOB~~Pre-Funded ~~has indicated~~Warrants ~~that it~~ will ~~act~~be immediately toexercisable ~~consider~~(subject ~~the need~~ to ~~issue new determinations with~~ the ~~HFCA~~beneficial ~~Act~~ownership ifcap) ~~needed.~~and ~~If the PCAOB in the~~may ~~future~~be ~~again~~exercised ~~determines~~at ~~that~~any ittime isuntil ~~unable~~all toof ~~inspect~~the ~~and~~Pre-Funded ~~investigate~~Warrants ~~completely~~are ~~auditors~~exercised in ~~Mainland~~full. ~~China~~For ~~and~~each ~~Hong~~Pre-Funded ~~Kong,~~Unit ~~then~~we sell, the ~~companies~~number of Units ~~audited~~that bywe ~~those~~are ~~auditors~~offering ~~would~~will be ~~subject~~decreased toon a ~~trading~~one-for-one ~~prohibition on U~~basis.S. ~~markets~~The ~~pursuant~~common tostock ~~the HFCA Act~~ and~~/or~~ ~~the~~Pre-Funded ~~AHFCAA.~~Warrants, ~~These recent~~if ~~developments~~any, ~~could~~can ~~also~~each ~~add~~be ~~uncertainties~~purchased in to this ~~Underwritten~~offering ~~Offering,~~only ~~and~~with ~~we cannot assure you that~~ the ~~NASDAQ~~accompanying ~~Capital~~Common ~~Market or~~Warrant ~~regulatory~~as ~~authorities~~part ~~would~~of ~~not~~a ~~apply~~Unit ~~additional~~ or ~~more~~Pre-Funded ~~stringent~~Unit, ~~criteria~~as toappliable, usbut ~~after considering~~ the ~~effectiveness~~components of ~~our auditor’s~~the ~~audit~~Units ~~procedures~~ and ~~quality~~Pre-Funded ~~control~~Unit ~~procedures,~~will ~~adequacy~~immediately ofseparate ~~personnel~~upon ~~and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements~~issuance.

~~Increases~~We inwill ~~labor~~not issue any fractional Common Warrants ~~costs~~or Pre-Funded Warrants in ~~Hong~~this ~~Kong~~offering and ~~non-compliance~~will ~~with~~round ~~laws~~down ~~and~~the ~~regulations~~number ~~relating~~of toCommon ~~employment~~Warrants ~~and~~any ~~labor~~purchaser ~~protection~~of ~~may~~Units ~~adversely~~or ~~affect~~Pre-Funded ~~the~~Units ~~business~~would ofotherwise ~~Roshing~~receive ~~and~~to ~~our~~the ~~results~~nearest ofwhole ~~operations~~number.

~~The~~Each ~~economy~~Common ~~in Hong~~Warrant ~~Kong~~will ~~has~~be ~~experienced~~immediately ~~increases in inflation and labor costs in recent years. As a result, average wages in Hong Kong are expected~~exercisable tofor ~~continue~~one toshare ~~increase.~~of Weour ~~expect~~common ~~that~~stock ~~Roshing’s~~at ~~labor~~an ~~costs,~~exercise ~~including~~price ~~wages~~of ~~and employee benefits, will continue to increase~~$1. ~~Unless~~25 ~~Roshing~~per isshare ~~able~~(100% toof ~~control~~the ~~its~~offering ~~labor~~price ~~costs~~of oreach ~~pass~~Unit onsold ~~these~~in ~~increased~~this ~~labor costs to its customers by increasing service fees,~~offering) ~~our financial condition~~ and ~~operating~~expire ~~results~~three ~~may~~years beafter ~~adversely~~the ~~affected~~issuance date.

We are also registering the common stock issuable from time to time upon exercise of the Common Warrants and Pre-Funded Warrants included in the Units and Pre-Funded Units offered hereby. Our Units and Pre-Funded Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The common stock (or Pre-Funded Warrants) and the Common Warrants comprising our Units or Pre-Funded Units are immediately separable and will be issued separately in this offering.

Authorized and Outstanding Capital Stock

We are authorized to issue common stock and preferred stock. At the annual meeting of the Company’s stockholders held on February 13, 2026, the Company’s stockholders approved a proposal to increase Company’s total number of authorized shares of common stock from 100,000,000 shares to 2,000,000,000 shares. There will not be any increase to the authorized number of shares of preferred stock, which would remain unchanged at 20,080,000 shares.

The Company filed an amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada on February 18, 2026, and the increase of the number of the common stock became effective at the time of that filing.

The total number of shares of stock that we are authorized to issue is 2,020,080,000 shares of capital stock consisting of 2,000,000,000 shares of common stock, $0.0001 par value, 80,000 shares of Series A Preferred Stock, $0.0001 par value per share, 80,000 shares of Series B Preferred Stock, $0.0001 par value per share, and up to 19,920,000 shares of undesignated preferred stock (“Undesignated Preferred Stock”), $0.0001 par value per share. The Company has no preferred stock outstanding.

In addition, where Roshing employs any employees, it is required by Hong Kong laws and regulations to maintain various statutory employee benefits, including mandatory provident fund scheme and work-related injury insurance, to provide statutorily required paid sick leave, annual leave and maternity leave, and make severance payments or long service payments. See “Regulations — Regulations Related to our Business Operation in Hong Kong — Regulations related to employment and labor protection” for details. The relevant government agencies may examine whether an employer has complied with such requirements, and those employers who fail to comply commit a criminal offence and may be subject to fines and/or imprisonment. For example, under the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), an employer who fails to comply with the ordinance to secure an insurance cover commits an offence and is liable on conviction upon indictment to a maximum fine of HK$100,000 (approximately US$13,000) and imprisonment for two years. Under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), an employer who, without reasonable excuse, fails to enroll employees in an MPF scheme pursuant to the ordinance commits an offence and is liable on conviction to a fine of HK$350,000 (approximately US$45,000) and to imprisonment for three years. Therefore, failure to comply with applicable laws and regulations concerning employment and labor protection by Roshing may result in material and adverse effect on Roshing’s business, our financial condition and operating results. As of the date of this prospectus, we believe that Roshing is in compliance with applicable Hong Kong laws and regulations concerning employment and labor protection in all material respects.

You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in the prospectus based on Hong Kong laws.

Currently, all of our operations are conducted outside the United States, and all of our assets are located outside the United States. Some of our directors and officers are Hong Kong nationals or residents. You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in the prospectus. If you want to enforce a judgment of the United States in Hong Kong, it must be a final judgment conclusive upon the merits of the claim, for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts.

Risks Related to Taxation

Non-compliance with tax obligations may adversely affect our business and operation results.

On June 5, 2023, the United States Internal Revenue Service (“IRS”) issued a notice letter imposing penalties for failure to provide information concerning certain foreign-owned U.S. Corporations for the tax period ending July 31, 2021, totaling $25,000. We promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not due to willful neglect. However, as of now, we have not received any final decision from the IRS regarding their intended course of action. The total amount due now stands at $26,426.55, inclusive of accrued interest and penalties calculated up to February 26, 2022. On April 25, 2024, the Company paid the total amount of $26,854.68 to IRS by check.

On March 11, 2024, the Company received a new notice letter with the IRS issued a notice imposing penalties for failure to file form 5471 under Internal Revenue Code Section 6038. The penalty amounts due by April 1, 2024, is $20,000. On April 22, 2024, the Company received another notice from IRS of the intent of levy the company’s property or rights to property for the Company’s failure to pay the penalty. The total penalty due now stands at $20,184.43, inclusive of accrued interest and penalties calculated up to April 22, 2024. On April 22, 2024, we promptly submitted a request for penalty abatement within 30 days of receiving the notice, asserting that the late filing was not due to willful neglect.

On May 10, 2024, the company paid USD 20184.43 by check to IRS for the tax period ending July 31, 2023.

All late filings were due to two main factors: a) the impact of the epidemic, resulting in our failure to report in a timely manner and subsequent payment of fines. We have settled the fines, but we require details regarding the date, amount, and reasons for any new penalties arising from delayed tax payments. b) The change of ownership in August 2021 led to numerous unresolved matters, compounded by various obstacles encountered during the pandemic.

Up to May 10, 2024, we have successfully filed tax returns for the years 2020 to 2022 and have duly remitted the two fines along with accrued interest via check. The amount owed, encompassing principal and interest, was ascertained and settled upon the submission of the prospectus. In our future operations, we will aim to pay taxes on time and as required. However, we cannot guarantee that the Company won’t make tax payment errors in the future, which could affect our operations.

A change in tax laws in any country in which we operate or loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries could adversely affect us.

Tax laws, treaties and regulations are highly complex and subject to interpretation. Consequently, we and our subsidiaries are subject to changing laws, treaties and regulations in and between the countries in which we operate. Our tax expense is based on our interpretation of the tax laws in effect at the time the expense was incurred. A change in tax laws, treaties or regulations, or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate on our earnings.

In addition, if any tax authority successfully challenges positions we may take in tax filings, our operational structure, intercompany pricing policies, the taxable presence of our subsidiaries in certain countries or any other situation, or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.

An investment in this Underwritten Offering may involve adverse U.S. federal income tax consequences.

An investment in this Underwritten Offering may involve adverse U.S. federal income tax consequences. For instance, there is a risk that an investor’s entitlement to receive payments in excess of the investor’s initial tax basis in our common stock upon exercise of the investor’s conversion right or upon our liquidation of the trust account will result in constructive income to the investor, which could affect the timing and character of income recognition and result in U.S. federal income tax liability to the investor without the investor’s receipt of cash from us. We have also not sought a ruling from the Internal Revenue Service, or IRS, as to any U.S. federal income tax consequences described in this prospectus. The IRS may disagree with the descriptions of U.S. federal income tax consequences described herein, and its determination may be upheld by a court. Any such determination could subject an investor or our company to adverse U.S. federal income tax consequences that would be different than those described in this prospectus. Accordingly, each prospective investor is urged to consult a tax advisor with respect to the specific tax consequences of the acquisition, ownership and disposition of our securities, including the applicability and effect of state, local, or foreign tax laws, as well as U.S. federal tax laws.

Risks Related to Our Common Stock and this Underwritten Offering

Our common stock is currently quoted on the OTC Pink Market, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is currently quoted on the OTC Pink Market. The quotation of our shares on the OTC Pink Market may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. When fewer shares of a security are being traded on the OTC Pink Market, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood that orders for shares of our common stock will be executed, and current prices may differ significantly from the price that was quoted at the time of entry of the order.

There can be no assurances that an active trading market may develop for our common stock, or if developed, be maintained.

We intend to apply to list our common stock on the Nasdaq Capital Market. No assurance can be given that our application will be approved or that the trading prices of our common stock on the OTC Pink Market will be indicative of the prices of our common stock if our common stock were traded on the Nasdaq Capital Market. If our application is not approved, the Underwritten Offering will not be completed. This offering is contingent upon final approval of the listing of our common stock on the Nasdaq Capital Market.

Our common stock has traded on the OTC Pink Market since February 9, 2022. The average trading volume in our common stock has been historically low, with little or no trading at all on some days. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our common stock. Accordingly, investors must assume they may have to bear the economic risk of an investment in our common stock for an indefinite period of time. There can be no assurance that a more active market for the common stock will develop, or if one should develop, there is no assurance that it will be maintained. This severely limits the liquidity of our common stock and would likely have a material adverse effect on the market price of our common stock and on our ability to raise additional capital.

An active, liquid, and orderly market for our common stock may not develop.

Our common stock is expected to trade on Nasdaq a day after the effective date of the registration statement of which this prospectus forms a part. The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline. An active trading market for our common stock may never develop or be sustained. If an active market for our common stock does not continue to develop or is not sustained, it may be difficult for investors to sell their shares of common stock without depressing the market price and investors may not be able to sell their securities at all. An inactive market may also impair our ability to raise capital by selling our securities and may impair our ability to acquire other businesses, applications, or technologies using our securities as consideration, which, in turn, could materially adversely affect our business and the market prices of your shares of common stock.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

· that a broker or dealer approve a person’s account for transactions in penny stocks; and · the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

· obtain financial information and investment experience objectives of the person; and · make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

· the basis on which the broker or dealer made the suitability determination; and · that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered underwriter, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for shares of our common stock.

Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our Stockholders, which could adversely affect the rights of the holders of our common stock.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up 80,000 shares of Series A Preferred Stock and 20,000,000 shares of undesignated preferred stock. The Board of Directors has the authority, without stockholder approval, to amend the Company’s Articles of Incorporation to divide the class of undesignated Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion, which could decrease the relative voting power of our common stock or result in dilution to our existing Stockholders.

On January 27, 2023, Tianci sold 80,000 shares of its Series A Preferred Stock to RQS Capital for $24,000 cash. On January 19, 2024, the Company issued 8,000,000 shares of its common stock to RQS Capital. The shares were issued upon RQS Capital’s exercise of its right to convert 80,000 shares of Tianci’s Series A Preferred Stock into 8,000,000 shares of common stock.

On April 24, 2024, Tianci sold 80,000 shares of Series B Preferred Stock to RQS Capital. The shares were sold for a cash payment of $80,000. 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. As of the date of the prospectus, none of Series B Preferred Stock have been converted.

Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

The trading price of our common stock is likely to be volatile, which could result in substantial losses to investors.

The trading price of our common stock is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located outside of the United States that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our common stock may be highly volatile for factors specific to our own operations, including the following:

· variations in our revenues, earnings and cash flow; · announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors; · announcements of new offerings, solutions and expansions by us or our competitors; · detrimental adverse publicity about us, our brand, our services or our industry; · additions or departures of key personnel; and · potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade.

In the past, stockholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Short sellers of our stock may be manipulative and may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return them to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is therefore in the short seller’s interest for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading volumes and/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks.

The publication of any such commentary regarding us by a short seller may bring about a temporary, or possibly long term, decline in the market price of our common stock. No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.

We have considerable discretion as to the use of the net proceeds from this Underwritten Offering and we may use these proceeds in ways with which you may not agree.

We intend to use the proceeds from this Underwritten Offering primarily to enhance and expand our business operations and for general corporate purposes. However, we have considerable discretion in the application of the proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this Underwritten Offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our share price. The net proceeds from this Underwritten Offering may also be placed in investments that do not produce income or that lose value.

Our expected use of net proceeds from the Underwritten Offering represents our current intentions based upon our present plans and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the completion of the Underwritten Offering. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of the Underwritten Offering.

The sale or availability for sale of substantial amounts of our common stock could adversely affect their market price.

Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. Shares held by our existing stockholders may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities. As of January 31, 2024 and the date of this prospectus, we have 14,781,803 shares of common stock issued and outstanding. We cannot predict what effect, if any, market sales of securities held by our significant stockholders or any other stockholder or the availability of these securities for future sale will have on the market price of our common stock.

As we do not expect to pay dividends in the foreseeable future, you must rely on a price appreciation of our common stock for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our common stock will likely depend entirely upon any future price appreciation of our common stock. There is no guarantee that our common stock will appreciate in value, or even maintain the price at which you purchased the common stock. You may not realize a return on your investment in our common stock and you may even lose your entire investment in our common stock.

Our CEO beneficially owns the majority of our outstanding stock and, accordingly, will have control over stockholder matters, the Company’s business and management.

Shufang Gao, the Chief Executive Officer of Tianci, through his 60% holding in RQS Capital, which has 61.89% of the voting power, together with common stock owned by himself, controls securities with 62.11% of the voting power in Tianci. As a result, Mr. Gao will have the ability to:

· Elect or defeat the election of our directors; · Amend or prevent amendment of our articles of incorporation or bylaws; · Effect or prevent a merger, sale of assets or other corporate transaction; and · Affect the outcome of any other matter submitted to the Stockholders for vote.

Moreover, because of the significant ownership position held by Mr. Gao, new investors will not be able to effect a change in the Company’s business or management, and therefore, stockholders would be subject to decisions made by management and the majority stockholder.

In addition, Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our Stockholders from realizing a premium over our stock price.

The sale of securities by us in any equity or debt financing could result in dilution to our existing Stockholders.

Our Board of Directors is authorized to issue up to 100,000,000 shares of common stock and up to 20,000,000 shares of undesignated preferred stock. Of which approximately [●] will remain available for issuance after the Underwritten Offering, including (i) awards reserved for issuance under the 2024 Equity Incentive Plan; (ii) shares issuable upon the exercise of the underwriter’s over-allotment option. Our Board of Directors will continue to have the authority to issue additional shares of common stock without consent of any of our stockholders, unless stockholder’s approval is required under law or, if our common stock is listed on Nasdaq, under Nasdaq Rule 5635, which among other things, requires stockholder approval for change of control transactions where a stockholder acquires 20% of a Nasdaq-listed company’s common stock or securities convertible into common stock, calculated on a post-transaction basis. If our management determines to issue shares of our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to obtain stockholder approval, your ownership position would be diluted without your further ability to vote on that transaction. In addition, our Articles of Incorporation provide that the Board can designate the voting rights, liquidation rights, dividend rights and other rights of holders of the preferred stock. The Board, therefore, could use the Preferred Stock to give an investor group disproportionate voting rights or priority over the common stock in the allocation of benefits from the operations of Roshing, including preferential dividends. The Board could also use the Preferred Stock to create a poison pill to prevent a takeover of Tianci that might be considered beneficial by the common stockholders.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing Stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth by acquiring complementary businesses, acquiring, or establishing strategic relationships with targeted customers and suppliers. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our Stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets, and this could negatively impact our earnings and results of operations.

If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

Investors purchasing our common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share. As a result, investors purchasing shares in this offering will incur immediate dilution of $ [●] per share, representing the difference between our assumed public offering price of $ [●] per share (the midpoint of the price range set forth on the cover page of this prospectus) and our pro forma as adjusted net tangible book value of $ [●] per share as of [●]. For more information on the dilution you may experience as a result of investing in this offering, see “Dilution.”

A significant portion of our shares of common stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

The sales of a substantial number of our shares of common stock in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of our common stock. Immediately after this offering, we will have [●] outstanding shares of common stock, based on the number of 14,781,803 shares of common stock outstanding as of January 31, 2024 and as of the date of the prospectus, assuming no exercise of the underwriter’s over-allotment option. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders. Of that amount, 14,529,788 shares of common stock are currently restricted as a result of securities laws and/or lock-up agreements but will be able to be sold after the closing of this offering, subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act. See “Shares Eligible for Future Sale.”

If our common stock is listed on Nasdaq, we may not be able to satisfy the continued listing requirements of Nasdaq to maintain a listing of our common stock.

If our common stock is listed on Nasdaq, we must meet certain financial and liquidity criteria to maintain such listing. If we violate the maintenance requirements for continued listing of our common stock, our common stock may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our Stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition, the delisting of our common stock could significantly impair our ability to raise capital. In addition, if we are unable to uplist our common stock to Nasdaq, our common stock will continue to trade on the OTC Pink Market, which is generally considered less liquid and more volatile than the Nasdaq Capital Market.

We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business.

We intend to continue to make investments to support our business growth and may require additional funds, beyond those generated by the offering, to respond to business challenges, including the need to enhance our products and services, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in public or private equity, equity-linked or debt financing to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, including the ability to pay dividends. This may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business could be adversely affected.

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In addition to these assumptions and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:

· future general dry bulk shipping market conditions, including fluctuations in charter rates; · our future operating or financial results; · our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations; · changes in our operating expenses, including bunker prices, dry docking and insurance costs; · our ability to meet requirements for additional capital and financing to grow our business; · planned or pending acquisitions, business strategy and expected capital spending or operating expenses, including dry-docking, surveys, upgrades and insurance costs; · changes in governmental rules and regulations or actions taken by regulatory authorities; · our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions as planned; · potential conflicts of interest involving members of our board of directors, or the Board, and senior management; · potential liability from pending or future litigation; · potential exposure or loss from investment in derivative instruments; · forecasts of our ability to make cash distributions on our common units or any increases in our cash distributions; · our ability to make additional borrowings and to access debt and equity markets; · the strength of world economies; · fluctuations in interest rates and foreign exchange rates; · changes in seaborne and other transportation; · general domestic and international political conditions; · our business strategy and other plans and objectives for future operations; · termination dates and extensions of charters; and · potential disruption of shipping routes due to accidents or political events.

Any forward-looking statements contained herein are made only as of the date of this prospectus, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this Underwritten Offering of approximately $[●], or approximately $[●] if the underwriter exercises their option to purchase additional shares in full, after deducting underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed public offering price of $[●] per share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from the Underwritten Offering by $[●], assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from the Underwritten Offering by $[●], assuming the assumed public offering price remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us.

We plan to use the net proceeds of this Underwritten Offering as follows:

	Amount		Percent
USE OF PROCEEDS
Logistics promotion and marketing	$	–		40%
Working capital and general corporate purposes		–		40%
Recruitment of talented personnel		–		20%
TOTAL APPLICATION OF NET PROCEEDS	$	–		100.00%

The foregoing represents our current intention to use and allocate the net proceeds of the Underwritten Offering based upon our present plans and business conditions. The actual allocation of proceeds realized from the Underwritten Offering will depend upon our operating revenues and cash position and our working capital requirements and may change.

Our management, however, will have broad discretion in the way that we use the net proceeds of the Underwritten Offering. Pending the final application of the net proceeds of the Underwritten Offering, we intend to use the net proceeds of the Underwritten Offering primarily to enhance and expand our business operations and for general corporate purposes. See “Risk Factors—Risks Related to Our Common Stock— We have considerable discretion as to the use of the net proceeds from this Underwritten Offering and we may use these proceeds in ways with which you may not agree.” On page 39.

DIVIDEND POLICY

We do not anticipate declaring or paying, in the foreseeable future, any cash dividends on our capital stock. We intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. See also “Risk Factors— Risks Related to Our Common Stock— As we do not expect to pay dividends in the foreseeable future, you must rely on a price appreciation of our common stock for return on your investment.”

MARKET PRICE

Market Information

Shares of our common stock are quoted on the OTC Pink Market under the symbol “CIIT.” Such quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission and do not necessarily represent actual transactions.

The last reported sales price of our common stock which trades under the symbol “CIIT” on the OTC Pink Market on [●], was $[●].

Holders

As of January 31, 2024, there were 132 stockholders of record of our common stock. As of the date of this prospectus, there were 132 stockholders of record of our common stock.

CAPITALIZATION

The following table sets forth our capitalization as of January 31, 2024:

	(1)	On an actual basis; and
	(2)	on a pro forma as-adjusted basis, to give effect to the issuance and sale of [●] shares of common stock by us in the Underwritten Offering at an assumed public offering price of $[●] per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses, assuming the underwriter’s over-allotment option has not been exercised.

The pro forma as adjusted information below is illustrative only and our capitalization following the completion of the Underwritten Offering is subject to adjustment based on the public offering price of our common stock. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	January 31, 2024
	Actual			Pro forma as adjusted (Over-allotment option not exercised)(1)
		$
Total long-term debt		–		[_]
Common Stock, par value $0.0001 per share, 100,000,000 shares authorized; 14,781,803 shares issued and outstanding; [_] shares issued and outstanding pro forma		1,478		[_]
Additional paid-in capital		882,424		[_]
Accumulated deficit		(211,172	)	[_]
Total stockholders’ equity attributable to the Company		672,730		[_]
Total capitalization		672,730		[_]

(1) Reflects the sale of shares of common stock in the Underwritten Offering at an assumed public offering price of $[●] per share (the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us, assuming the underwriter’s over-allotment option has not been exercised. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts and commissions, non-accountable expense allowance, and estimated offering expenses payable by us. We estimate that such net proceeds will be approximately $[●] assuming the underwriter has not exercised the over-allotment option. The as adjusted total stockholders’ equity of $[●] is the sum of the net proceeds of $[●] and the actual equity of $[●].

Each $1.00 increase (decrease) in the assumed public offering price of $ [●] per share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) the pro forma as adjusted amount of total capitalization by $ [●], assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1.0 million in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of total capitalization by $ [●], assuming no change in the assumed public offering price per share as set forth on the cover page of this prospectus.

DILUTION

If you invest in our common stock, your interest will be diluted immediately to the extent of the difference between the public offering price per share you will pay in this Underwritten Offering and the adjusted net tangible book value per share of our common stock after this Underwritten Offering.

The historical net tangible book value of our common stock as of January 31, 2024 was approximately $672,370, or $0.05 per share, based upon 14,781,803 shares of common stock outstanding on such date. Historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of common stock outstanding.

After giving effect to the Underwritten Offering, our adjusted net tangible book value of our common stock will be $[●] per share. Adjusted net tangible book value per share represents adjusted net tangible book value divided by the total number of shares outstanding after giving effect to the sale of the shares in this Underwritten Offering at the assumed public offering price of $[●] per share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions, non-accountable expense allowance, and other estimated offering expenses payable by us. This represents an immediate decrease in as adjusted net tangible book value of $[●] per share to existing Stockholders and an immediate dilution of $[●] per share to investors purchasing shares of common stock in the Underwritten Offering at the assumed public offering price.

The following table illustrates this dilution on a per share basis to new investors:

Assumed public offering price per share $ – Pro forma net tangible book value per share as of [●] $ – Increase in net tangible book value per share attributable to this Underwritten Offering $ – As adjusted net tangible book value per share after giving effect to this Underwritten Offering $ – Dilution in net tangible book value per share to purchasers in this Underwritten Offering $ –

Each $1.00 increase (decrease) in the assumed public offering price of $ [●]per share (the midpoint of the price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value as of [●] after the Underwritten Offering by approximately $ [●] per ordinary, and would increase (decrease) dilution to new investors by $ [●] per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of shares we are offering would increase (decrease) our pro forma as adjusted net tangible book value as of after the Underwritten Offering by approximately $ [●] per share, and would increase (decrease) dilution to new investors by approximately $ [●] per share, assuming the assumed public offering price per share, as set forth on the cover page of this prospectus remains the same, and after deducting the estimate underwriting discounts and commissions, non-accountable expense allowance and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual public offering price and other terms of the Underwritten Offering determined at pricing.

If the underwriter’s over-allotment option is exercised in full, our adjusted net tangible book value following the Underwritten Offering will be $ [●] per share, and the dilution to investors purchasing shares of common stock in the Underwritten Offering will be $ [●] per share.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

Overview

On June 13, 2012, Freedom Petroleum Inc. was incorporated under the laws of the State of Nevada

On July 02, 2015, Freedom Petroleum, Inc. changed its name from Freedom Petroleum to Steampunk Wizards, Inc.(“Steampunk”).

On March 3, 2023, Tianci acquired ownership of RQS United, pursuant to the Share Exchange Agreement dated March 3, 2023 among the Company, RQS United and RQS Capital, the prior owner of RQS United.

RQS United is a holding company incorporated in the Republic of Seychelles. RQS United has no operations other than holding 90% of the share capital of its subsidiary, Roshing International Co., Limited, a company organized under the laws of Hong Kong (“Roshing”). Roshing was incorporated on June 22, 2011 and is primarily engaged in in logistics solutions, including shipping operation management. We also generate a small portion of our revenue from our non-core businesses that we carry on from Roshing, including software development services, consulting services, and the sale of electronic parts.

Our primary line of business is global logistics. The Company, through its subsidiary, Roshing, provides global logistics services, encompassing booking and the transportation arrangement and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

As a global logistics enterprise, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping service.

For the container shipping, Roshing charters cargo space from shipping suppliers (such as shipowners, non-vessel operating common carriers) and then sub-charters that space to its customers (cargo owners, cargo agents). For bulk goods shipping, Roshing issues fixture notes to customers and then arranges the booking of ships, signing of charter parties with suppliers (such as shipowners). Roshing tailors a selection of transport options and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue during the six months ended January 31, 2024. Shufang Gao, our Chief Executive Officer previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management, and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.

Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

Key factors that affect operating results

Our performance of operations and financial conditions have been, and are expected to continue to be, affected by a number of factors which are set forth below.

Economic Conditions in Hong Kong

We are a Nevada company with operations conducted by our subsidiary Roshing, which is based in Hong Kong. Accordingly, if Hong Kong experiences any adverse economic, political or regulatory conditions due to events beyond our control, such as local economic downturn, natural disasters, contagious disease outbreaks, terrorist attacks, or if the government adopts regulations that place restrictions or burdens on us or on our industry in general, our business, financial condition, results of operations and prospects may be materially and adversely affected.

International Trade Environment

The demand for our shipping operation services is driven by the levels of international trade, which is in turn affected by global political, economic or social conditions. Any changes in a particular country’s trade policy could trigger retaliatory actions by affected countries, potentially eventually resulting in a trade war, which could increase the cost of goods and thus reduce customer demand for products if the parties have to pay tariffs which increase their prices or if trading partners limit their trade with the particular country. Our business is also susceptible to downturns and disruptions in the business activities of their direct customers that are beyond their control. If sales in a particular geographical market in which our direct customers target operate in decline, due to unstable regional and/or global political and economic conditions, such decline will likely lead to a corresponding plunge in the international trade volume which, in turn, could reduce the demand for freight forward and adversely affect our results of operations.

Our Ability to Source Cargo Space from Vendors on a Cost-Efficient Manner

A significant portion of our cost of revenue is the fee that we paid to our vendors. As a result, our results of operation depend on our ability to source vendors in a cost-efficient manner by obtaining a favorable price and effectively control the cost.

Results of Operations

For the three and six months ended January 31, 2024 and 2023

	For the three months ended January 31,
	2024		2023			Change		Change Percentage
Revenues	$	2,894,128	$	98,730		$	2,795,398		2,831%
Cost of Revenues		2,555,024		78,800			2,476,224		3,142%
Gross profit		339,104		19,930			319,174		1,601%
Selling and marketing		133,763		6,001			127,762		2,129%
General and administrative		136,721		19,202			117,519		612%
(Loss) income from operations		68,620		(5,273	)		73,893		(1,401%	)
Provision for income taxes		7,141		(224	)		7,365		(3,288%	)
Net (loss) income		100,714		(5,497	)		106,211		(1,932%	)
Less: net (loss) income attributable to non-controlling interest		19,581		(550	)		20,131		(3,660%	)
Net (loss) income attributable to Tianci		81,133		(4,947	)		86,080		(1,740%	)

	For the six months ended January 31,
	2024			2023			Change			Change Percentage
Revenues	$	4,220,776		$	223,100		$	3,997,676			1792%
Cost of Revenues		3,647,895			187,355			3,460,540			1847%
Gross profit		572,881			35,745			537,136			1503%
Selling and marketing		235,834			8,160			227,674			2790%
General and administrative		255,426			34,214			221,212			647%
(Loss) income from operations		81,621			(6,629	)		88,250			(1331%	)
Provision for income taxes		(11,972	)		–			(19,337	)		–
Net (loss) income		94,602			(6,629	)		101,231			(1527%	)
Less: net (loss) income attributable to non-controlling interest		29,253			(663	)		29,916			(4512%	)
Net (loss) income attributable to Tianci		65,349			(5,966	)		71,315			(1195%	)

Revenues

During the three and six months ended January 31, 2024, our revenue increased significantly: to $2,894,128 for the three months ended January 31, 2024 from $98,730 for the three months ended January 31, 2023 and to $4,220,776 for the six months ended January 31, 2024 from $223,100 for the six months ended January 31, 2023. The increase was mainly attributable to the launch and growth of our global logistics service revenue, which contributed 97% of our revenue in the quarter ended January 31, 2024 and 95% of our revenue during the six months ended January 31, 2024.

Our revenues from our revenue streams are categorized as follows:

	For the Three Months Ended January 31,				For the Six Months Ended January 31,
	2024		2023		2024		2023
Global Logistics Service Revenue	$	2,819,056	$	–	$	4,000,776	$	–
Product Revenue		43,479		75,686		103,381		179,880
Other Service Revenue		31,593		23,044		116,619		43,220
Total	$	2,894,128	$	98,730	$	4,220,776	$	223,100

Cost of Revenues

Total cost of revenues increased from $78,800 to $2,555,024 for the three months ended January 31, 2024 and from $187,355 to $3,647,895 for the six months ended January 31, 2024. The increase was attributable to the growth of our global logistics services.

Our cost of revenues from our revenue categories are summarized as follows:

	For the Three Months Ended January 31,				For the Six Months Ended January 31,
	2024		2023		2024		2023
Cost of Global Logistics Service	$	2,504,764	$	–	$	3,534,734	$	–
Cost of Product		37,080		65,910		87,088		139,110
Cost of Other Service		13,180		12,890		26,073		48,245
Total	$	2,555,024	$	78,800	$	3,647,895	$	187,355

Our cost of revenues from global logistics services represented 98% and 97% of total cost of revenues during the three and six months ended January 31, 2024, respectively. We did not have any cost of global logistics service in the same period in 2023 as this is a new business sector. Cost of global logistics services primarily include the cargo space charged by direct ocean carriers, freight forwarders and ancillary logistics services fees.

Our cost of revenues from hardware product sales decreased by 44% and 37% for the three- and six-month periods ended January 31, 2024, respectively, reflecting the reduction in our revenue from hardware product sales.

Gross Profit

Our gross profits from our major revenue categories are summarized as follows:

Margins

	For the Three Months Ended January 31,				For the Six Months Ended January 31,
	2024		2023		2024		2023
Global Logistics Service
Gross Profit Margin	$	314,292	$	–	$	466,042	$	–
Gross Profit Margin		11.1%		–		11.6%		–
Hardware Product Sales
Gross Profit Margin	$	6,399	$	9,776	$	16,293	$	40,770
Gross Profit Percentage		14.7%		12.3%		15.8%		22.7%
Other Services
Gross Profit Margin	$	18,413	$	10,154	$	90,546	$	-5,025
Gross Profit Percentage		58.3%		44.1%		77.64%		-11.6%
Total
Gross Profit Margin	$	339,104	$	19,930	$	572,881	$	35,745
Gross Profit Percentage		11.7%		20.2%		13.6%		16%

Our gross profit increased by $319,174 to $339,104 for the three months and by $537,136 to $572,881 during the three and six months ended January 31, 2024, respectively. The increase in gross profit was primarily due to the launch and growth of our global logistics service, as discussed above. For the three and six months ended January 31, 2024, our overall gross profit margin was 11.7% and 13.6%, respectively, a reduction from gross margins of 20.2% and 16.0% during the three and six months ended January 31, 2023. Our overall gross margins fell because the gross margins from our global logistics service were 11.1% and 11.6% during the three and six months ended January 31, 2024. We anticipate that the gross margin realized from logistics services is likely to increase in the future as demand picks up post-pandemic with relatively stable global logistics supply.

Operating Expenses

With the significant increase in our operations came a significant increase in our total operating expenses, which were $270,484 and $491,260 for the three and six months ended January 31, 2024, compared to $25,203 and $42,374 for the three and six months ended January 31, 2023, respectively. Our operating expenses primarily include payroll expenses, commissions, advertising, rent and professional fees relating to our obligations as a public company. The increase was mainly due to the increasing commission expense we paid to agents for referring global logistics customers, and professional fees for compliance services.

Income tax expense

Our income tax expenses amounted to $7,141 and $11,972 for the three and six months ended January 31, 2024, compared to $0 and $ (224) for the three and six months ended January 31, 2023, respectively. The change was due to the increase in revenue realized during the recent six-month period.

Net Income

The Company realized net income of $100,714 and $94,602 for the three months and six months ended January 31, 2024. However, since the Company owns only 90% of its operating subsidiary, Roshing, 10% of net income generated by Roshing was attributed to the minority interest. As a result, the net income for the three and six months ended January 31, 2024, attributable to the stockholders of Tianci International was $81,133 and $65,349, respectively. In comparison, during the three and six months ended January 31, 2023, the Company incurred net losses of $5,497 and $6,629 respectively. We believe our pivot to the logistics market gives our stockholders an opportunity to benefit from the opportunity presented by this market as the global economy recovers from the pandemic.

For the Years ended July 31, 2023 and 2022

	For the year ended July 31,
	2023			2022		Change			Change Percentage
Revenues	$	452,409		$	752,839	$	(300,430	)		-40%
Cost of Revenues		456,494			478,521		(22,027	)		-5%
Gross (loss) income		(4,085	)		274,318		(278,403	)		-101%
Selling and marketing		54,169			4,912		49,257			1003%
General and administrative		285,740			77,590		208,150			268%
(Loss) income from operations		(343,994	)		191,816		(535,810	)		-279%
Provision for income taxes		12,095			31,650		(19,555	)		-62%
Net (loss) income		(356,089	)		160,166		(516,255	)		-322%
Less: net (loss) income attributable to non-controlling interest		(14,879	)		16,017		(30,896	)		-193%
Net (loss) income attributable to Tianci		(341,210	)		144,149		(485,359	)		-337%

Revenues

During the year ended July 31, 2023, our revenue decreased by $300,430, or approximately 40%, to $452,409 for the year ended July 31, 2023 from $752,839 for the year ended July 31, 2022. We experienced decline in both product and service revenues in 2023 due to diminishing market demand and our reduction in marketing expenses. We expect our revenue to grow after we add logistics services to our lines of business.

Our revenues from our revenue categories are summarized as follows:

	For the Year Ended July 31,
	2023		2022
Product Revenues	$	294,880	$	500,500
Service Revenues (non-logistics)		157,529		252,339
	$	452,409	$	752,839

Cost of Revenues

Total cost of revenues decreased by $22,027, or approximately 5%, to $456,494 for the year ended July 31, 2023 as compared to $478,521 for the year ended July 31, 2022. Our cost of revenues from our revenue categories are summarized as follows:

	For the Year Ended July 31,
	2023		2022
Cost of Product	$	227,660	$	336,644
Cost of Service (non-logistics)		228,834		141,877
	$	456,494	$	478,521

The year-to-year decrease in our cost of revenues is primarily attributable to the decrease in our revenue. Thus, our cost of revenues from hardware product sales decreased to $227,660 for the year ended July 31, 2023, from $336,644 for the year ended July 31, 2022, as we experienced a 41% decrease in hardware product sales.

Nevertheless, overall cost of revenue fell only 5%, while overall revenue fell by 40%. The disparity occurred because our cost of revenues from software related services increased by $86,957 to $228,834 for the year ended July 31, 2023, from $141,877 for the year ended July 31, 2022. The increase in the cost of revenues from software related services resulted from our grant of common stock as an incentive to our internal software developers. We recorded the $144,000 fair value of the shares as a cost of services.

Gross Profit

We had a gross loss of $4,085 for the year ended July 31, 2023, compared to a gross profit of $274,318 for the year July 31, 2022, which was primarily due to the reduction in revenue without a corresponding reduction in our overall cost of revenues, as discussed above.

The gross profit margin of hardware products decreases by 9.9% to 22.8% for the year ended July 31, 2023, from 32.7% for the year ended July 31, 2022, which was primarily due to rising raw material cost and increasing market competition, which put downward pressure on our pricing. Our software related services resulted in a 45.3 % gross loss for the year ended July 31, 2023, again primarily due to the stock-based compensation issued to our developers.

Operating Expenses

There was significant change in our total operating expenses, which were $339,909 and $82,502 for the year ended July 31, 2023, and 2022, respectively. Our operating expenses primarily include payroll expenses, advertising and rent. The increase was partially due to the stock compensation valued at $66,000 that we issued to the selling and general administrative personnel for their continued service after the reverse merger. The professional fees and other costs incurred in connection with the Share Exchange in March 2023 also increased our operating expenses for fiscal year 2023.

Income tax expense

Our income tax expense amounted to $ 12,095 and $ 31,650 for the year ended July 31, 2023, and 2022, respectively. The change was mainly due to the decrease in profits subject to taxation in Hong Kong.

Liquidity and Capital Resources

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expenses obligations. As of January 31, 2024, we had working capital of $692,636, as our cash amounted to $799,377, our current assets were $886,140 and our current liabilities were $193,504. To date, we have financed our operations primarily through capital contributions and advances from stockholders and by private placement of our securities. At January 31, 2024 we owed $30,215 to related parties.

We believe that our liquidity and working capital will be sufficient to sustain our business operation for the next twelve months. We may, however, need additional cash resources in the future if there are changes in business conditions or other developments or if the Company finds and wishes to pursue opportunities for investment, acquisition, capital expenditure, or similar actions.

We started providing global logistics services during the first fiscal quarter ended October 31, 2023. Although the business grew fast during its first six months, we cannot assure you if the growth is able to be sustained. In addition, we may require significant capital expenditure for developing our position in the market, including charter size. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue additional equity or debt securities or obtain credit facilities. The issuance and sale of additional equity may result in dilution to our stockholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. Our obligation to bear credit risk for certain financing transactions we facilitate may also strain our operating cash flow. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table summarizes the key components of our cash flows for the six months ended January 31, 2024 and 2023, and for the year ended July 31, 2023 and 2022.

	For the six months ended
	January 31,
	2024		2023
Net cash provided by operating activities	$	109,822	$	217,000
Net cash used in investing activities		–		–
Net cash provided by (used in) financing activities		433,213		(63,305	)
Net change in cash and restricted cash	$	543,035	$	153,695

	For the year ended
	July 31,
	2023			2022
Net cash provided by (used in) operating activities	$	324,581		$	(84,161	)
Net cash used in investing activities		–			–
Net cash provided by (used in) financing activities		(89,476	)		85,148
Net change in cash and restricted cash	$	235,105		$	987

Operating activities

Net cash of $109,822 provided by operating activities for the six months ended January 31, 2024, was primarily the result of net income of $94,602. While an increase of $ 86,513 in accounts receivable during the period served to reduce the cash provided by our operations, we offset that item with a $89,040 increase in accrued liabilities.

Net cash of $217,000 provided by operating activities for the six months ended January 31, 2023, was primarily the result of an decrease in accounts receivable of $540,914, which was partially offset by the decrease of $325,062 in accounts payable.

Despite our net loss of $356,089, net cash was provided by operating activities for the year ended July 31, 2023 primarily because our accounts receivable decreased by $737,663 during the period, as we made efforts on the collection process. The decrease was offset by a decrease of $447,292 in our accounts payable balance attributable to payment to our vendors. In addition, our operating loss of $356,089 included $210,000 in various noncash items.

Net cash was used in operating activities for the year ended July 31, 2022 primarily because our accounts receivable increased by $737,620 during the year, as we offer long payment terms to our customers, typically 6 months after delivery of service or products. Nevertheless, cash used in operations during the fiscal year was only $84,161, as we increased our accounts payable balance by $444,944 attributable to long payment terms from our vendors, recorded net income of $160,166, and increased deferred income tax expense, inventory, and income taxes payable for a total amount of $ 48,349.

Investing activities

The Company has no investing activities during either of the six-month periods ended January 31, 2024 and 2023.

The company has no investing activities for the years ended July 31, 2023 and 2022.

Financing activities

Net cash provided by financing activities for the six months ended January 31, 2024, was $433,213. This was attributable to proceeds received from private offering of common stock in that amount.

Net cash of $63,305 used in financing activities during the six months ended January 31, 2023, was primarily attributable to our repayment of a working capital loan of $296,884 during that period. Other than existing cash resources, the funds used to repay the loan were derived from a capital contribution received amounting to $65,650, collection of a subscription receivable amounting to $50,000, and a working capital advance from a related party amounting to $61,490. Our cash balance was also aided by reason of the direct payment of operating expenses by shareholders amounting to $47,360, and the payments of rent for our premises in Shenzhen China by related parties amounting to $9,079.

Net cash used in financing activities for the year ended July 31, 2023 was $89,476, which was primarily attributable to our repayment of a working capital advance by a related party in the amount of $341,885. Cash outflow was offset by the $31,490 in working capital advance from related parties, $84,503 in operating expenses that were paid directly by shareholders, the payments of Shenzhen China rent by related parties amounting to $16,580, the receipt of a subscription receivable of $50,000, and a capital contribution of $65,650.

Net cash provided by financing activities for the year ended July 31, 2022, was primarily attributable to a working capital advance from a related party amounting to $2,007, the operating expenses that are paid directly by shareholders amounting to $77,375, and the payments of Shenzhen China rent by related parities amounting to $20,046. Cash inflow was offset by repayment of a working capital advance to related party in the amount of $14,280.

Contractual Obligations and Commitments

We had no contractual obligations and commitments during any of the periods presented other than the Lease Commitment disclosed in Note 7 “Contractual Obligations and Commitments” of the Company’s consolidated financial statements.

Critical Accounting Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

In connection with the preparation of our financial statements for the three and six months ended January 31, 2024, there was no accounting estimate we made that was subject to a high degree of uncertainty and was critical to our results.

Recently Issued Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. The Company does not believe that any recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive income and statements of cash flows.

DESCRIPTION OF BUSINESS

Overview

The Company through Roshing provides global logistics services, encompassing booking and transportation arrangement and related logistics solutions. Roshing’s customized logistics solutions are tailored to meet the diverse needs of its customers.

As a logistics shipping operator, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping service.

For the container shipping service, Roshing charters cargo space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that cargo space to its customers (cargo owners or cargo agents). For the bulk goods shipping service, Roshing issues fixture notes to customers, and then arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance of the contract.

Roshing currently does not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue during the six months ended January 31, 2024. Shufang Gao, Our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management, and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region, mainly in Japan, South Korea, Vietnam. Roshing’s logistics services also include the shipment of goods to African countries.

Roshing also generates revenue from the sale of electronic parts, and certain business and technical consulting services, independent from its global logistics business.

Our Mission

Creating Value

As a global logistics enterprise, our primary mission is to provide customers with efficient, reliable, and safe shipping services that create value.

Promoting Global Trade & Connectivity

As an important component of global trade, global logistics enterprises also have a mission to promote the development and connectivity of global trade, and promote the prosperity and development of the global economy, by facilitating cross-border operations for businesses. We are committed to cultivating a robust global network, both online and offline. The online part involves connecting with customers and suppliers through social media platforms. The offline part includes acquiring potential customer through exhibitions, recommendations, and other direct interactions.

Undertaking Social Responsibility

We believe that shipping companies also need to be socially responsible, pay attention to environmental protection, social welfare, promote sustainable development and contribute to the prosperity and development of society.

We strive to optimize shipping routes and transportation plans to reduce energy consumption and emissions. Moreover, we will encourage our supply chain partners to adopt greener transportation and packaging methods, contributing to the sustainability of the entire industry. We also seek to actively participate in environmental projects and initiatives and collaborate with government and non-governmental organizations to focus on environmental protection.

Our Services

Our operations conducted through Roshing include the following services to our customers.

1. Global Logistics Services

Our global logistics services provided through Roshing accounted for the vast majority of our revenue for the six months ended January 31, 2024. These services encompass shipping operations and related logistics solutions. Roshing customizes its logistics solutions to meet the diverse needs of its customers, including the optimization of shipping routes and the utilization of vessels with different tonnages. As a global logistics enterprise, depending on the type of cargo, we provide container shipping and bulk goods shipping services. Container shipping is generally for small merchandise which can be palletized and fit into a container. Bulk goods shipping is generally for bulk commodities, such as lumber, steel, construction materials, chemicals, and agricultural products.

a. Container shipping

Roshing’s container shipping service includes:

i. Customer Service and Support

· Customer Consultation: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation. · Customized Solutions: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation.

ii. Contract and Quotation Management

· Transport Contracts: Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation. · Quotation Services : Providing quotes to customers based on the number of containers, size of containers, routes, shipping dates and various other factors.

iii. Financial Management

· Cost Management: Managing and optimizing the costs associated with cargo transportation. · Billing and Collection : Handling the billing process and ensuring the timely collection of payments.

iv. Risk Management

Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation.

b. Bulk goods shipping

Roshing’s bulk goods shipping service includes:

i. Customer Service and Communication

Providing ongoing support and clear communication to customers throughout the shipping process, addressing any queries or issues promptly.

ii. Fixture Note and Quotation Management

· Fixture Note: Managing and maintaining transport contracts to ensure clear and effective agreements for bulk shipping. · Quotation Services: Offering detailed quotations for bulk shipping services, helping customers understand and proposing plans for budget control.

iii. Chartering: Arranging the chartering of bulk cargo vessels including negotiating terms and conditions.

iv. Ship Operations Management

Overseeing and supervising the day-to-day operations of the ships involved in bulk cargo transportation.

v. Cooperation and Coordination

Facilitating collaboration and coordination between various stakeholders involved in the shipping process, such as port authorities, cargo handlers, and other service providers.

vii Financial Management

· Cost Management: Monitoring and optimizing the costs associated with bulk cargo transportation to ensure efficiency and cost-effectiveness. · Billing and Collection: Handling the billing processes and ensuring timely collection of payments.

Our General Logistics Service Process

Roshing has a long-term and close cooperation with ocean shipping suppliers, including the signing of charter contracts, and service contracts. When a customer makes an inquiry to Roshing, we are usually able to offer competitive quotes and customize shipping solutions quickly.

Roshing begins by thoroughly evaluating the customer’s logistics needs, including the type of goods being shipped, the destination, and the required transportation time. Based on this information, Roshing designs an optimal transportation plan tailored to the customer’s specific requirements. This plan includes selecting the most efficient shipping routes, determining the appropriate container or bulk cargo vessel size and type, and considering any special handling or regulatory compliance requirements. Roshing then enters into a written contract with the customer for ocean shipping that can best meet the customer’s needs. This includes selecting a shipment method that aligns with the customer’s timeline and cargo specifications.

Roshing works with each customer to develop a cost-effective plan and service terms to meet the client’s specific needs. This involves detailed discussions to ensure that both parties have a clear understanding of expectations, costs, and responsibilities. Roshing will assign cargo space from the appropriate container or bulk cargo vessel based on the volume and weight of the shipment, minimize shipping costs, select the shortest route to save on freight, and choose the port closest to the customer’s destination.

We believe that Roshing stands out in the global logistics landscape because of its core strengths. First, Roshing’s management’s extensive network and industry relationships empower us with access to a wide customer base, enabling tailored solutions for an array of logistics requirements. Additionally, our collaboration with direct shipping suppliers ensures competitive rates and transparent service delivery. Moreover, Roshing’s expertise in route optimization enables us to efficiently manage logistics routes and secure favorable terms for its clients. These strengths collectively position us as a competitive player in the industry.

1. Container shipping process

Roshing has a large network of international container shipping resources to provide customers with flexible booking services and personalized logistics solutions to meet the different needs of customers.

a. Long-term cooperation service agreements

· Roshing has a long-term cooperation agreement with container suppliers which grants it priority for container space and preferential prices.

b. Customer source and inquiry quotation

· Current container shipping logistics customers of Roshing mainly come from the direct business contacts of the Company’s management. Roshing’s customers are mainly cargo owners, cargo agents, international trade companies and large commodity buyers. At present, the main cargo types of container shipping include: auto parts, electronics and electrical products, clothing and shoes, small consumer products, etc. The primary routes are from Asia to Africa, America, Europe and Australia. · Customer Inquiry: The customer usually makes an inquiry to Roshing based on the product name, category, quantity, volume, weight, departure port, destination port, arrival time or delivery time of the goods. · Quotation: Roshing generates shipping quotes for its clients based on the size, type and quantity of containers, the customer’s date, shipping providers and route needs.

c. Contract signing and fee collection

· The customer places a confirmation order with Roshing, usually in the form of booking order which includes route, shipper, consignee, name of vessel, loading port, discharge port, container type, container quantity, cargo quantity, cargo description, gross weight and other information. · Roshing issues an invoice and debit note to the customer for fee collection.

d. Container freight payment

· Roshing notifies the supplier (shipowner, ship carrier, non-vessel operating common carriers and freight forwarder) to confirm the booking information, and the supplier issues an invoice to Roshing for payment. · Roshing makes payment to the supplier and ensures that the supplier completes the shipment according to the agreed upon terms.

e. Transportation arrangements

· The customer is responsible for loading goods, container trailers, customs declaration, purchase of insurance and delivery of containers to the container yard at the loading port prior to the shipping cutoff date. · After the customer completes the customs declaration and releases the products, the shipowner loads the containers onto the vessel and ships them to the designated port of destination according to the selected route. During this period, Roshing notifies the shipowner or the freight forwarder to issue a sea waybill or proforma to the customer detailing the condition that the freight has been received. · After discharging the goods at the destination port, the shipowner will notify the local freight forwarder designated by the customer to complete the customs clearance of the goods and land transportation of the containers to their destination.

f. Follow up work

· Roshing oversees the shipment process to ensure it meets the customer’s satisfaction.

2. Bulk goods shipping process

Roshing’s bulk shipping operator services encompass a broad range of bulk merchandise, including steel, building materials, and engineering materials. Roshing provides customized maritime logistics solutions for customers. At present, Roshing’s main bulk shipping route covers: Japan, South Korea and Vietnam. To ensure that its customers receive customized shipping plans, Roshing closely follows shipping industry development trends, analyzes the characteristics of its customer’s goods, the port of destination, and timing requirements. Roshing also constantly optimizes the route layout to improve transportation efficiency and ensure that the goods arrive at the destination safely and on time.

a. Customer development

· The management and business teams of Roshing promote its services, develop customers and obtain cooperation opportunities through customer visits and direct sales. · Roshing gets referrals from customers and agents. Roshing then pays a sales commission to the referring customers and agents.

b. Customer inquiry and quotation

· Inquiry: The customer puts forward the shipping requirements to Roshing, including the goods to be transported, the type and quantity of the goods, the characteristics of the goods, the transportation time, the destination port, any special arrangements and other needs. · Customized quotation: Roshing carries out pre-quotation work based on customer needs, such as shipping route supply resource inquiry and shipping demand matching. Roshing then confirms the shipping plan and cost quote with the customer.

c. Contract signing and payments

· Contract signing: Roshing usually enters a fixture note with the customer, which contains the details of the specifications, quantities, transit times, prices, pricing methods, and others. · Payment: Roshing calculates the sea freight according to the fixture note and issues an invoice to the customer for the sea freight payment.

d. Supplier’s selecting and chartering

· When selecting shipping supplier, Roshing considers the cargo characteristics, ship characteristics, cargo type & quantity, transportation requirements and shipment date. · When signing a fixture note with its customer, Roshing will sign a fixture note with the shipping supplier as well. The shipping suppliers are usually shipowners or ship carriers.

e. Transportation arrangement and payment

i. Most of Roshing’s bulk cargo logistics are carried out on a Free In and Out (“FIO”), which means that the shipper is responsible for loading the cargo onto the vessel, the shipowner is responsible for the transport and the consignee is responsible for the unloading process. The FIO process for international shipping includes:

· Merchandise packing, land transportation, warehousing, port operation, customs clearance, loading operation and other work shall be completed by the cargo owner or its agency. · Usually after the goods are loaded on board, the agency obtains the captain’s receipt and issues the bill of landing. · Roshing’s responsibilities include ocean transportation of the goods from the time the goods are loaded onboard, onboard storage management, transportation process, sea navigation planning and adjustment, risk management, until the arrival of the goods at the destination port, and cargo unloading operations. Roshing’s obligation of carriage is completed when the merchandise is unloaded from the ship.

ii. Customs clearance, delivery of goods, and delivery of shipping documents are usually completed by agencies in different ports. In most shipping scenarios, the consignment arrangement is made by the consensual shipping supplier. In some transport scenarios, Roshing directly assigns the agency for customers.

iii. Transportation Fee payment: Roshing usually pays the transportation fee to the shipping supplier in 3-4 days. If there are other fees, such as processing fees, port fees, commission, agency fees and other related fees, the fees are be settled according to the customer’s contract with Roshing.

f. Follow up service

i. File Organizing

Transportation records: After the shipping process, Roshing will organize and keep all documents and records generated during transportation for record.

ii. Customer Feedback

Customer feedback: Roshing pays great attention to its customer experience. It collects customer feedback on transportation services and addresses any problems or complaints that may arise.

Other Product & Services

· Electronic Device Hardware: Roshing is a distributor of hardware components for electronic devices and generates revenue from reselling these components and is not involved in product development and manufacturing. The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens, and software technical services. Roshing’s main customers are oversea traders, direct traders of hardware components, companies engaged in the assembly and sale of finished products and private label entities seeking electronic component procurement with light customization. · Software Technical Services: Roshing provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Roshing also provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support. · Business Consulting Services: Roshing provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, assessment, and preparing related application paper works.

INDUSTRY AND MARKET OPPORTUNITIES

Logistics Market

The classification of the logistics service providers in the global logistics industry

Global logistics includes: Air Transport Logistics, Land Transport Logistics, Marine Transport Logistics, Terminal Operator etc.. Among them, the Marine Transport Logistics is usually divided into shipping owner (holding ship assets) and shipping operator (not holding ship assets). The shipping operator includes Container Shipping Operator/ Bulk Shipping Operator/ Liquid Shipping Operator/ Others Shipping Operator. The main business of Roshing belongs to Container Shipping Operator and Bulk Shipping Operator categories.

Shipping operators, such as Roshing, play a key role in the global logistics industry. Their efficient operation management and services not only ensure the safety and punctual delivery of goods, but also play an important role in optimizing the logistics efficiency of global trade.

We believe the outlook for the shipping industry is strong. According to BIMCO (BIMCO is the world’s largest international shipping association, with over 2,000 members in more than 130 countries, representing 62% of the world’s tonnage.), ship supply is expected to grow on average 9.1% in 2024 and 4.1% in 2025. Ship deliveries are expected to hit a new record high in 2024, beating the record set in 2023. The fleet is expected to grow 14.9% between the end of 2023 and the end of 2025. Cargo volumes are expected to grow 3-4% in both 2024 and 2025.

Macro Economy Growth

According to the International Monetary Fund’s (IMF) estimates, the global economy should grow 3.1% in 2024 and 3.2% in 2025, slightly higher than the 3.0% estimated for 2023, indicating a modest but positive trend in global economic expansion. In our primary area of operations in East and Southeast Asia, the growth is expected to be 4.0% in 2024 and 3.8% in 2025.

According to BIMCO: Iron ore shipments are estimated to grow 2.5% from 2023 to 2025. BIMCO estimates that iron ore shipments will grow by 1-2% in 2024 and 0.5-1.5% in 2025. They will benefit from a 1.7% and 1.2% increase in global steel demand in 2024 and 2025 respectively as forecast by the World Steel Association.

Strong demand in the bulk cargo market

We believe that there is strong demand in the bulk cargo market and challenges and opportunities in the container shipping industry. The global bulk carrier market is driven by factors such as increased demand from China and export bans from Indonesia. Container carriers profited from disruptions in the Red Sea, with some routes experiencing skyrocketing freight rates.

In mid-January 2024, a 40-day blockade in the Red Sea resulted in multiple detours of vessels from Africa, absorbing about 6% of global capacity. As a result, spot container freight rates on some routes almost doubled, with freight rates from China to Northern Europe rising by 237% since December 1st, according to the Shanghai Containerized Freight Index (SCFI). Additionally, it is forecasted that container capacity shortages in China will persist from the start of the Chinese Spring Festival in 2024, which may take months to resolve. With vessel supply remaining lower for an extended period, freight rates have been driven up, enabling shipowners to profit from prolonged disruptions in global trade.

Other Products & Services Market

Electronic Device Hardware Components Products Sales & Software Technology Consulting Services

The market for hardware components of electronic devices, including Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens, and other electronic components is highly competitive. The software technology services market is also a highly competitive market.

We believe that obtaining a competitive advantage in the electronic device hardware components products and software technology services markets requires the following:

Customization needs of existing customers: As the market continues to segment, we believe that the electronic product market has entered a period of highly integrated hardware and software. Some existing customers, as well as those requiring small-batch customization or product testing, have a certain demand for small and medium-sized batch customized hardware construction; software debugging and cooperation services.

Additionally, in a competitive market, we believe that cost control is crucial for the survival and growth of enterprises. Faced with customized demand orders, enterprises are trying to minimize expenses by optimizing supplier selection, refining supply management practices, and exploring avenues for collaboration with customers.

Business Consulting Services

At the end of 2023, in line with the continuous adjustment of the Talent Admission & Employment Policy in Hong Kong, such as talent scheme and other employment opportunities, we expect that the talent introduction consulting business may be revised after the second half of 2024, and the consulting services for Mainland Chinese residents may shrink or end. Predictably, providing some consulting services for local enterprises will be a major part of our consulting business.

At the same time, as an important business and financial center in Asia, Hong Kong has also attracted many companies to set up branches or expand operations there. This growth has provided a broad market space for local enterprises to serve. At the same time, we also take advantage of Hong Kong’s localization to provide some Hong Kong enterprises with corporate management, business services, administrative affairs consulting and other services. It is expected that this consulting business will evolve into a long-term service, fueled by the growing base of local corporate clients in Hong Kong, offering ample room for expansion.

Our Strengths

· We have a comprehensive service portfolio and can provide customers with a range of solutions. · We focus on the customer demand and ensure our services are efficient. · We maintain a strong global presence with extensive networks of shipping companies and customers (such as e-commerce companies, commodity trading companies, and manufacturers) · We have a founder-led management team with strong operational track records and capital market backgrounds.

Global Logistics Business Strengths

· Specialized Services: We boast a professional team that uses its collective experience and connections to provide clients with tailored, efficient, and reliable global logistics solutions. Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework for expanding its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Based on our collective knowledge and experience, we are able to tailor our services according to the needs of our customers’ needs, including route optimization, vessel selection, port logistics scheduling, and stringent cost management. · Regional Network: With the collective experience of our team, we have cultivated a network of valuable partnerships, particularly in our core regions of Japan, South Korea, and Vietnam. By focusing our efforts on these regions, we are able to offer tailored solutions that leverage our deep understanding of local regulations and market dynamics. This allows us to provide efficient and cost-effective services to our clients, facilitating logistics operations across borders. Our collaborative approach and dedication make us a trusted partner for businesses seeking reliable logistics solutions in the global marketplace. · Stable Transport Capacity and Reserved Space: We maintain enduring and strong relationships with major shipping suppliers, allowing us to secure vessel space in advance and ensure reliable and timely delivery of clients’ goods. This stability in transport capacity is particularly beneficial for clients with recurring shipping needs.

Other Products & Services Strengths

Electronic and Hardware Products Trading & Software Technology Services Strengths

· Integration capability: Hardware trading and software technology services, as the cornerstone of our company for a long time, we are good at integrating different resources and stakeholders, including suppliers and distributors, with our own team’s customer service experience to provide services. · Cost optimization: Through careful management and process optimization, we help our customers to minimize the cost of procurement phase, especially controlling the cost of some customized and small batch orders.

Business Consulting Services Strengths

· Professional expertise and experience: Our consulting team consists of experienced senior consultants and senior personnel with expertise in navigating the talent admission and employment schemes in Hong Kong. · Tailored solutions: We give priority to planning solutions based on the characteristics, needs and goals of each corporate client. · Objectivity: As an independent third-party consultant, we provide an objective and impartial perspective on the policy issues and business consulting issues of our clients and provide unbiased advice and solutions. · Comprehensive project management ability: Members of our consulting department are good at customer project management and can cooperate with corporate clients to carry out medium and long-term enterprise management, business services, administrative affairs consulting and other related services, so as to achieve the expected consulting results for clients.

Our Growth Strategies

Our growth plan includes a continued focus on the global logistics service as our primary business segment. We intend to use a portion of the proceeds from this Underwritten Offering to scale up our shipping operations, including chartering additional vessels. We believe that the expansion of shipping operations will allow us to provide more cost-effective shipping options to our clients, particularly those with large load needs.

Not only have we increased the size of our shipping business, we intend to continue to grow our shipping operation business by expanding global routes in addition to focusing on maritime shipping in the Asian region.

· Global logistics Network Expansion and Collaborative Partnerships: We aim to broaden our global presence to South America and Africa and forge strategic alliances with regional partners to ensure that we remain agile and responsive to the dynamic demand of the market. · Risk Management and Compliance Adherence: We intend to maintain compliance with pertinent international and local regulations as a priority to mitigate associated risks. Additionally, we have designated a risk management strategy to effectively address and mitigate potential risk issues, ensuring that we operate in accordance with regulatory requirements and maintain the highest standards of corporate governance. · Environmental Responsibility and Sustainable Practices: We are committed to environmental responsibility and sustainable practices, and as such, we plan to prioritize environmentally friendly ship cooperation. Through the optimization of transportation routes and the reduction of carbon emissions, we aim to further demonstrate our dedication to sustainability and contribute to a greener future. · Continuous Training and Development: We intend to prioritize continuous training and development for our team members to uphold professionalism and ensure their skills remain aligned with industry advancements.

Global Logistics Business

Market Positioning and Route Optimization

· Precise Target Market Positioning: Based on the actual situation and requirements of the Company and our clients, we select the main segments of the shipping market to focus on, such as bulk cargo or containers, and provide customized services tailored to different market demands. · Optimization of Route Layout: Dynamically adjust shipping routes based on global trade flows and customer demands, increase or optimize the allocation of capacity on key routes and improve route coverage and timeliness.

Capacity Management and Cooperative Alliances

· Reasonable Allocation of Capacity Resources: Develop plans for chartering based on market demand and supply trends, to optimize the allocation of capacity resources. · Strengthen Cooperation and Alliances: Actively establish close cooperative relationships with other shipping companies, shipping agents, ports, logistics providers, etc., to reduce costs and improve efficiency through resource sharing and mutual benefit.

Service Innovation and Quality Enhancement

Strict Control of Service Quality: Strengthen internal management, improve employee quality, ensure that service quality and safety levels meet international standards, and build a good corporate image.

Sustainable Development

Formulation of Sustainable Development Strategies: Integrate environmental protection concepts into the Company’s long-term development plans and achieve sustainable development goals through measures such as optimizing routes and reducing emissions.

Risk Management and Response Mechanisms

Establishment of Sound Risk Management Systems: Establish sound risk warning and prevention mechanisms for various risks faced by the shipping market, such as freight rate fluctuations, exchange rate changes, and policy adjustments.

Formulation of Flexible Response Strategies: Timely formulate or adjust operational strategies based on market changes and policy adjustments to ensure stable business development.

Other Products & Services

1. Electronic Device Hardware Components Products Sales & software technology Consulting services

· Both electronic device hardware and software technology services are facing strong competition and new challenges. Our strategy is to: · Cooperate with customers to complete personalized customized products; · Continuously optimize suppliers’ purchasing costs, such as continuously control suppliers’ preferential prices, yield and quality; · Maintain interaction and contact with existing customers to gain customer relationship and business opportunities.

2. Business Consulting Services

Our personal and corporate services business plan can be further refined by considering the following strategies:

a. Technological Innovation and Digital Transformation

Introducing Advanced Technology: With the advancement of technology, consider incorporating advanced technologies such as artificial intelligence and big data analytics to optimize personal consulting and enterprise services. For example, leveraging AI technology to automate certain document tasks to improve processing efficiency.

Digital transformation: Strengthen the Company’s digital transformation by establishing an online service platform so that customers can easily access information and submit their consultation needs. Through online channels, the Company can provide services such as online consultation and progress tracking.

b. Deepening Cooperation and Alliances

Establishing agency cooperation with law firms, accounting firms, financial institutions, real estate agencies, overseas study agencies and other related industries, and obtain some new customer channels through customer recommendation and introduction mechanism.

Joining industry associations and alliances: actively participate in and join relevant industry associations and alliances and enhance the Company’s industry influence and competitiveness through sharing resources, information and experience.

c. Customer Experience and Relationship Management

Enhancing Customer Experience: Continuously optimize the customer service process, emphasizing detail and personalized service to ensure customers have a good experience throughout the consulting process and enterprise service process.

Customer Relationship Management: Establish a comprehensive customer relationship management system, regularly communicate with customers, understand their feedback and changing needs, and adjust service strategies promptly.

d. Risk Management and Compliance

Strengthen risk management: Establish comprehensive risk management mechanisms for potential risk points in the process of individual customer consultation and enterprise service to ensure the steady development of business.

Maintain compliance: closely monitor changes in relevant policies and laws and regulations in Hong Kong and internationally to ensure that the Company’s business always complies with legal requirements and avoids compliance risks.

Our Growth Plan

Growth plan for container shipping operator service

a. Increase the number of container shipping customers

	·	Expand direct customers: Increase customer development activities by the Company’s management and business team.
	·	Our goal is to increase the number of container shipping customers by approximately 50% annually.

b. Increase industry acquisition

	·	Acquire a container operator: We hope to identify and acquire an appropriate container shipping operating company with annual revenue of more than $10 million, that has experience operating routes in South America and Africa, a good reputation in the market and long-term customer relationships.
	·	Increase the Dry Bulk and Container business of subsidiaries outside Hong Kong: We hope to expand our operations outside Hong Kong to include new dry bulk markets, particularly in South America and Africa. We also hope to increase coverage of major global trade routes, enhancing market diversification and risk resilience.

We hope to expand the scale of the charter fleet to support increased operations and market reach.

Growth plan of Bulk shipping operator service

a. Increase the number of bulk shipping customers

· Online: Increase contact with customers via Internet/communication. Offline: Establish contact with new customers by participating in exhibitions and increasing channel agent cooperation. · Expand direct customers: Increase customer development activities by the Company’s management and business team. · Our goal is to increase the number of bulk shipping customers by approximately 30% annually.

b. Increase the number of ship charters and freight capacity

· We hope to increase the number of ship charters from our current monthly transport of bulk and general cargo of 2-3 ships with a volume of about 4,000-10,000 tons to 4-5 ships per month by 2025, with an approximate volume of about 8000-15,000 tons.

iii. Increase the number of routes

· At present, Asia is our primary area of operation. We seek to expand our area of operations and increase the number of routes to South America and Africa in the future.

Competition

Roshing’s container shipping operation faces competition from global and regional shipping companies such as Maersk, Mediterranean Shipping Company (MSC), and CMA CGM Group. These companies offer extensive networks and comprehensive services, including advanced tracking technology, competitive pricing, and strong customer service capabilities. Additionally, logistics companies like DHL and FedEx also provide integrated transportation solutions, including container shipping.

To maintain competitiveness, Roshing focuses on providing high-quality, customized services, leveraging expertise, and maintaining strong relationships with customers through dedicated support and tailored solutions.

Roshing’s bulk shipping operation services compete with major bulk shipping companies such as Oldendorff Carriers, Pacific Basin, and Star Bulk Carriers. These companies typically have large fleets and extensive global networks, enabling them to offer competitive pricing and reliable services. Additionally, they may have long-term relationships with major industry players and ports, enhancing their operational efficiency.

To compete effectively, Roshing emphasizes efficient operational management, strong collaboration and coordination with stakeholders, and transparent financial management. By offering personalized customer service and flexible chartering options, Roshing strives to stand out in the market and build long-term customer loyalty.

Marketing and Promotion Activities

For the six months ended January 31, 2024, Roshing maintains its marketing and sales team in its corporate office with four employees. Roshing implements the following strategies when engaging in marketing and customer acquisition:

· Market positioning: Roshing targets specific customer demographics, analyzes market segments and the needs of its target customers, and identifies high-value customer segments. For example, in the shipping/logistics sector its potential clients include import/export companies, manufacturing enterprises, e-commerce platforms, and distributors for large logistics companies. In the electronic device hardware trading sector, its clients are typically medium-sized non-Hong Kong traders and direct hardware and finished product sales brands. In the consulting services sector, its target groups encompass companies with software technology needs, business owners with domestic and international operations requirements, and clients seeking cross-border business consulting services. · Marketing mix strategies: Roshing develops comprehensive marketing mix strategies, encompassing product, pricing, and distribution strategies. This involves offering a diverse range of services to meet varying customer needs, devising reasonable pricing strategies based on customer demands and market competition, and establishing diverse sales channels including direct and agent sales.

· Customer relationship management: Roshing establishes robust customer relationship management systems through regular customer communication and satisfaction surveys to understand customer needs and feedback. This enables us to adjust service strategies promptly, thereby enhancing customer satisfaction and loyalty. · Industry resources: Roshing conducts interviews and business introductions targeting potential customers leveraging the industry resources and customer base accumulated by its management and teams. · Digital transformation: Roshing leverages technologies such as big data and customer management systems for customer data analysis, enabling precision marketing through online channels like social media and e-commerce platforms. This facilitates the expansion of its customer base and enhances marketing effectiveness.

For consulting service clients, Roshing’s future plans include increasing customer acquisition through social media, community marketing, website content, and participation in thematic exhibitions.

Customers

For the six months ended January 31, 2024, two customers accounted for 68.4% and 16.9% of the Company’s total revenues. Both of them belong to the logistics business section. For the six months ended January 31, 2023, four customers accounted for 23.3% 26.9%, 16.2% and 13.4% of the Company’s total revenues.

Roshing’s customer structure varies according to its various business sectors.

Global Logistics Business

Roshing’s customer structure in the shipping and logistics business is highly diversified and encompasses various entities:

· Cargo Owners: These are businesses or individuals requiring the transportation of goods. They may need to charter vessels for transporting their cargo. · Cargo Agents: These agents are engaged by diverse cargo owners to implement logistics solutions and often have significant booking demands. · Logistics Companies: Regular patrons of shipping companies, these firms offer cargo transportation services to clients. They collaborate with shipping companies to tailor shipping solutions, coordinating shipping schedules and alternative routes to meet transportation needs effectively. · Ship Brokers: Serving as intermediaries between shipowners and carriers, ship brokers work with shipping companies to arrange vessel leases and transportation services.

Other Product & Services

Electronic Device Hardware Components Products Sales & Software Technology Consulting Services

Roshing’s customer structure includes non-Hong Kong traders, direct traders of hardware components, companies engaged in the assembly and sale of finished products, and private label entities seeking electronic component procurement and small volume customization.

Business Consulting Services

Roshing’s client mix includes individual clients seeking policy advice in Hong Kong, and enterprises requiring local business services in Hong Kong and consulting services for cross-border business operations.

Seasonality

Roshing’s container shipments are influenced by seasonal factors, with February to April being off-peak seasons, and June to October being peak seasons. Dry bulk cargo is not subject to seasonal limitations and depends primarily on customer orders. The container logistics business is subject to seasonal influences, primarily manifested in the seasonality of international shipping, which is mainly reflected in seasonal fluctuations in cargo transportation volume. For example, in the lead-up to major holidays such as Christmas and Chinese Spring Festival, increased consumer demand often leads to a short-term surge in cargo transportation volume. Conversely, in the later stages of holidays and traditional off-peak seasons, cargo transportation volume may significantly decrease. This seasonal variation has a significant impact on shipping companies’ capacity allocation, route scheduling, and pricing strategies.

Roshing has implemented strategies to address seasonal influences. Seasonal fluctuations can lead to unstable vessel utilization rates, with possible capacity surplus during off-peak seasons and potential capacity constraints during peak seasons. Shipping companies can balance the effects of seasonal fluctuations by the number of chartered vessels, optimizing route layouts, signing long-term transportation contracts, and employing pricing strategies (such as off-peak discounts).

Our People and Culture

As of January 31, 2024, we had a total of 14 full time employees, and 1 part time employee. As of July 31, 2023, we had a total of 10 full time employees, and 1 part-time employee. As of July 31, 2022, we had a total of 11 full time employees, and 1 part-time employee. The following table sets forth the number of our employees by function as of January 31, 2024, July 31, 2023 and July 31, 2022:

Function	As of January 31, 2024	As of July 31, 2023	As of July 31, 2022
Senior Management	5	3	5
Human Resources and Administration	1	1	1
Finance	1	1	1
Sales and Marketing	5	3	2
Procurement	1	1	1
Technical	2	2	2
TOTAL	15	11	12

Real Property

Our principal executive office is located at Unit B, 10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong, overing a total area of approximately 200 square feet. The premises are provided by a third-party pursuant to an office rental service agreement and the service term expires in September 2024. After that, we intend to renew the service term. The office meets the office space needs of all of our business segments.

Insurance

We participate in employee social security plans for our full-time employees.

Intellectual Property

As of the date of this prospectus, we have two domain names: roshing.com and tianci-ciit.com. We do not own or have rights to any other IP, such as patents, copyrights and trademarks.

Environmental Matters

We strictly comply with laws and regulations relating to environmental protection in Hong Kong since our main operation is in Hong Kong. It has not had a material adverse effect upon our capital expenditures, earnings, and we do not anticipate any material adverse effects in the future based on the nature of our future operations. We do not have any relevant records of being penalized for violating environmental protection regulations.

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation and other legal proceedings can have an adverse impact on us because of defense and settlement costs, diversion of management resources, reputation damage and other factors.

REGULATIONS

Regulations Related to our Business Operation in Hong Kong

Roshing is Tianci’s subsidiary established in Hong Kong through which Tianci conducts its operations. As at the date of this prospectus, there was no statutory or mandatory licensing and qualification system in Hong Kong governing the global logistics services, electronic device hardware components products sales, technical service of the software and website development and business consulting services provided by Roshing.

Below sets out a summary of certain aspects of the Hong Kong laws and regulations which are relevant to our operation and business.

Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong)

The Business Registration Ordinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable to a fine of HK$5,000 and to imprisonment for 1 year.

Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or the PDPO

The PDPO imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is required or permitted under the PDPO. The six Data Protection Principles are:

· Principle 1—purpose and manner of collection of personal data; · Principle 2—accuracy and duration of retention of personal data; · Principle 3—use of personal data; · Principle 4—security of personal data; · Principle 5—information to be generally available; and · Principle 6—access to personal data.

Non-compliance with a Data Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/ or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

· the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject; · if the data user holds such data, to be supplied with a copy of such data; and · the right to request correction of any data they consider to be inaccurate.

The PDPO criminalizes, including but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data, may seek compensation from the data user concerned.

Tortious Duty Under Common Law

Apart from contractual liability, under common law, services providers also owe a duty of care to customers and may be liable for damage resulting from defects in services caused by their negligent acts or for any fraudulent misrepresentation made in the provision of services. Any person who undertakes to provide a service and who negligently performs his work and causes damage to another person or property, will also attract civil liability.

Trade Description Ordinance (Chapter 362 of the Laws of Hong Kong), or the TDO

The TDO aims to protect customers against unfair trade practices by regulating businesses to sell products and services in a truthful manner. It prohibits false trade descriptions in respect of services supplied in the course of trade.

Section 7A of the TDO provides that a trader who applies a false trade description to a service supplied or offered to be supplied to a consumer or supplies or offers to supply to a consumer a service to which a false trade description is applied, commits an offence.

Sections 13E, 13F, 13G, 13H and 13I of the TDO provide that a trader who engages in relation to a consumer in a commercial practice that (a) is a misleading omission; or (b) is aggressive; (c) constitutes bait advertising; (d) constitutes a bait and switch; or (e) constitutes wrongly accepting payment for a product, commits an offence.

A person who commits an offence under sections 7A, 13E, 13F, 13G, 13H or 13I shall be subject, on conviction on indictment, to a fine of HK$500,000 and to imprisonment for five years, and on summary conviction, to a fine at HK$100,000 and to imprisonment for two years.

Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong), or the TMO

The TMO provides for the registration of trademarks, the use of registered trademarks and connected matters. Hong Kong provides territorial protection for trademarks. Therefore, trademarks registered in other countries or regions are not automatically entitled to protection in Hong Kong. In order to enjoy protection by the laws of Hong Kong, trademarks must be registered with the Trade Marks Registry of the Intellectual Property Department under the Trade Marks Ordinance and the Trade Marks Rules (Chapter 559A of the Laws of Hong Kong).

According to section 10 of the TMO, a registered trademark is a property right acquired through due registration under such ordinance. The owner of a registered trademark is entitled to the rights provided by the ordinance.

By virtue of section 14 of the TMO, the owner of a registered trademark is conferred exclusive rights in the trademark. The rights of the owner in respect of the registered trademark come into existence from the date of the registration of the trademark. According to section 48 of such ordinance, the registration date is the filing date of the application for registration.

Subject to the exceptions in section 19 to section 21 of the TMO, any use of the trademark by third parties without the consent of the owner is an infringement of the trademark. Conducts which amount to infringement of the registered trademark are further specified in section 18 of the same ordinance.

Pursuant to the Copyright Ordinance, a person may incur civil liability for ’’secondary infringement’’ if that person possesses, sells, distributes or deals with a copy of a work which is, and which he knows or has reason to believe to be, an infringing copy of the work for the purposes of or in the course of any trade or business without the consent of the copyright owner.

The Supply of Services (Implied Terms) Ordinance (Chapter 457 of the Laws of Hong Kong), or the SOSO

The SOSO which aims to consolidate and amend the law with respect to the terms to be implied in contracts for the supply of services (including a contract for the supply of a service whether or not goods are also transferred or to be transferred, or bailed or to be bailed by way of hire under the contract) provides that:

(a) where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill; and (b) where the supplier is acting in the course of a business, the time for service to be carried out is not fixed by the contract, is not left to be fixed in a manner agreed by the contract or is not determined by the course of dealing between the parties, there is an implied term that the supplier will carry out the service within a reasonable time.

Where a supplier is dealing with a party to a contract for supply of service who deals as a consumer, the supplier cannot, by reference to any contract term, exclude or restrict any liability of his arising under the contract by virtue of the SOSO. Otherwise, where any right, duty or liability would arise under a contract for the supply of a service by virtue of the SOSO, it may (subject to the Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong)) be negatived or varied by express agreement, or by the course of dealing between the parties, or by such usage as binds both parties to the contract.

The Control of Exemption Clauses Ordinance (Chapter 71 of the Laws of Hong Kong), or the CECO

The CECO, which aims to limit the extent to which civil liability for breach of contract, or for negligence or other breach of duty, can be avoided by means of contract terms and otherwise, among others, provides that:

(a) under section 7, a person cannot by reference to any contract term or to a notice given to persons generally or to particular persons exclude or restrict his liability for death or personal injury resulting from negligence and in the case of other loss or damage, a person cannot exclude or restrict his liability for negligence except in so far as the term or notice satisfies the requirement of reasonableness. (b) under section 8, as between contracting parties where one of them deals as consumer or on the other’s written standard terms of business, as against that party, the other cannot by reference to any contract term (i) when himself in breach of contract, exclude or restrict any liability of his in respect of the breach, or (ii) claim to be entitled to render a contractual performance substantially different from that which was reasonably expected of him, or (iii) claim to be entitled in respect of the whole or any part of his contractual obligation, to render no performance at all, except in so far as the contract term satisfies the requirement of reasonableness. (c) under section 9, a person dealing as a consumer cannot by reference to any contract term be made to indemnify another person (whether a party to the contract or not) in respect of liability that may be incurred by the other for negligence or breach of contract, except in so far as the contract term satisfies the requirement of reasonableness; and (d) under section 11, as against a person dealing as consumer, the liability for breach of the obligations arising under sections 15, 16 and 17 of the Sales of Goods Ordinance (Chapter 26 of the Laws of Hong Kong) cannot be excluded or restricted by reference to any contract term, and as against person dealing otherwise than as consumer, the liability arising under sections 15, 16 and 17 of the Sales of Goods Ordinance can be excluded or restricted by reference to a contract term, but only in so far as the terms satisfy the requirement of reasonableness.

Sections 7, 8 and 9 of the CECO do not apply to, among others, any contract so far as it relates to the creation or transfer of a right or interest in any patent, trademark, copyright, registered design, technical or commercial information or other intellectual property, or relates to the termination of any such right or interest.

In relation to a contract term, the requirement of reasonableness for the purpose of the CECO is satisfied only if the court or arbitrator determines that the term was a fair and reasonable one to be included having regarded to the circumstances which were, or ought reasonably to have been, known to or in the contemplation of the parties when the contract was made.

Regulations related to employment and labor protection

Employment Ordinance (Chapter 57 of the Laws of Hong Kong), or the EO

The EO is an ordinance enacted for, amongst other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, amongst other things, notice of termination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not less than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory holidays or alternative holidays; and paid annual leave depending on the period of employment.

Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the ECO

The ECO is an ordinance enacted for the purpose of providing for the payment of compensation to employees injured in the course of employment.

The ECO establishes a no-fault and non-contributory employee compensation system for work injuries and lays down the rights and obligations of employers and employees in respect of injuries or death caused by accidents arising out of and in the course of employment, or by prescribed occupational diseases.

As stipulated by the ECO, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth Schedule of the ECO, the insured amount shall be not less than HKD100,000,000 (approximately $13,000,000) per event if a company has no more than 200 employees. Any employer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer who has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.

Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong), or the MPFSO

The MPFSO is an ordinance enacted for the purposes of providing for the establishment of non-governmental mandatory provident fund schemes, or the MPF Schemes. The MPFSO requires every employer of an employee of 18 years of age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF Scheme within the first 60 days of employment. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute 5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes the requirement of enrolling eligible employees in a registered MPF Scheme or the requirement of paying mandatory contributions to the MPF Schemes commits a criminal offence and is liable on conviction to a fine and imprisonment.

Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong), or the MWO

The MWO provides a prescribed minimum hourly wage rate (currently at HK$40 per hour) during the wage period for every employee engaged under a contract of employment under the EO. Any provision of the employment contract which purports to extinguish or reduce the right, benefit or protection conferred on the employee by the MWO is void.

Failure to pay minimum wage amounts to a breach of the wage provisions under EO. An employer who willfully and without reasonable excuse fails to pay wages to an employee when it becomes due commits a criminal offence and is liable on conviction to a fine and imprisonment.

Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong), or the OSHO

The OSHO aims to ensure the safety and health of employees when they are at work. Under the OSHO, an employer must ensure the safety and health of his workplace by (i) providing and maintaining plant and work systems that are safe and without risks to health, (ii) making arrangement for ensuring safety and health in connection with the use, handling, storage or transport of plant or substances, (iii) providing all necessary information, instruction, training and supervision for ensuring safety and health, (iv) providing and maintaining safe access to and egress from the workplace, and (v) providing and maintaining a safe and healthy work environment. An employer who fails to comply with the above may be liable on conviction to a fine and imprisonment, if he did so intentionally, knowingly or recklessly.

Occupational Safety and Health Regulation (Chapter 509A of the Laws of Hong Kong)

The Occupational Safety and Health Regulation (Chapter 509A of the Laws of Hong Kong) further sets out basic requirements for accident prevention, fire precaution, workplace environment control, hygiene at workplaces, first aid, as well as what employers and employees are expected to do in manual handling operations.

Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong)

The Occupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property lawfully on the land. The Occupiers Liability Ordinance imposes a common duty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitors will be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

For the risk factor concerning regulations related to employment and labor protection, please see “Risk Factors — Risks Related to Doing Business in Hong Kong — Increases in labor costs in Hong Kong and non-compliance with laws and regulations relating to employment and labor protection may adversely affect the business of Roshing and our results of operations.”

Regulations related to Hong Kong Taxation

Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong)

Under the Inland Revenue Ordinance, where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong, provided that a shorter notice may be accepted if deemed reasonable.

Tax on dividends

Based on the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Roshing.

Capital gains and profits tax

The Inland Revenue Ordinance provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong. Roshing is currently subject to the two-tiered profits tax regime according to Hong Kong tax rules and regulations.

The two-tier profits tax rates system of Hong Kong became effective since the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD2 million (approximately US$260,000) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25%, while the remaining assessable profits will be subject to the legacy tax rate, 16.5%.

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax.

Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong)

Under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), a total of 0.2% of the higher of the consideration for or market value of the shares is currently payable on a typical sale and purchase transaction of Hong Kong shares. In addition, a fixed duty of HKD5 is currently payable on any instrument of transfer of Hong Kong shares. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Estate duty

Hong Kong estate duty was abolished effective from February 11, 2006. No Hong Kong estate duty is payable by Roshing’s stockholders in relation to the shares owned by them upon death.

MANAGEMENT

Directors, Executive Officers and Corporate Governance

The following table sets forth certain information regarding our current executive officers and directors as of the date of this prospectus. Unless otherwise stated, the business address for our executive officers and directors is that of our principal executive offices located at Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong.

Name	Age	Position(s)
Shufang Gao	55	Director, Chief Executive Officer
Wei Fang	52	Director, Chief Financial Officer
Ying Deng	41	Director, Vice President
Yee Man Yung	31	Independent Director
Fan Liu	45	Independent Director
Juan Chang	45	Independent Director
Guilin Zhang	67	Independent Director

Directors hold office until the annual meeting of Tianci’s Stockholders and the election and qualification of their successors. Officers hold office, subject to removal at any time by the Board, until the meeting of directors immediately following the annual meeting of Stockholders and until their successors are appointed and qualified.

Shufang Gao has worked as CEO of Hong Kong listed groups, president of domestic capital companies, and vice president of Chinese A-share listed companies. He is familiar with the Chinese A-share capital market and the Hong Kong capital market, and has experience in the strategic development of listed companies. Mr. Gao joined Tianci on August 26, 2021, as a member of our Board and became Chief Executive Officer on January 27, 2023. He also served as Chief Financial Officer from April 2023 until his resignation on January 22, 2024. On the same day, he was appointed Chairman of the Board. From October 2020 to August 2021, Mr. Gao served as the Vice President and Director of Sichuan Jinding Group. Prior to that, he was the Vice Chairman of Luoyang Yongning Nonferrous Technology Co., Ltd. from August 2019 to September 2020. From April 2018 to July 2019, Mr. Gao served as the Vice President of Tibet Huayu Mining Co., Ltd., an A-share listed company. He was the Chief Executive Officer of Haotian Development Group Co., Ltd. (Hong Kong Main Board Listed Company 00474) from August 2016 to September 2017. From August 2012 to August 2016, Mr. Gao served as the President of Haihua Group Holdings Co., Ltd., an international container leasing company. Mr. Gao received his Bachelor of Management Degree from Dalian University of Technology in 1999. He received his Master’s Degree in Finance and Accounting from the Chinese University of Hong Kong in 2008. Mr. Gao brings to the Board his international experience in the operation and governance of listed companies.

Wei Fang has over ten years of experience in the securities and investment industry. He joined Tianci on August 27, 2021 as a member of the Board and was appointed Chief Financial Officer of Tianci on January 23, 2024. Mr. Fang served as the Partner of Tiger Securities and the CEO of Tiger Securities International in Hong Kong from May 2018 to July 2019. From January 2017 to April 2018, Mr. Fang served as the CEO of Haotian International Securities in Hong Kong. Mr. Fang was the Head of High Net Worth Individual, Corporate Client and ICBC Global Wealth Management Center of ICBC International in Hong Kong from October 2014 to December 2016. Mr. Fang earned a Bachelor’s degree in Economics from Anhui University of Finance and Economics in 1994. Mr. Fang obtained his Master of Business Administration Degree from South Georgia University in 2004. Mr. Fang brings to the Board his deep experience in the securities and investment industry.

Ying Deng has over fifteen years of experience in corporate finance, asset management and banking. Ms. Deng became Vice President of Tianci and was appointed to Tianci’s Board in January 2023. She has been employed by RQS Capital Limited since September 2022 as a Director responsible for business development and financial planning. Since July 2017 Ms. Deng has been employed as Director and Chief Executive Officer by Shenzhen Dandelion Club Investment Development Co., Ltd., where she is responsible for project due diligence and investment management. Since June 2011 Ms. Deng has been employed as a Director by Roshing International Co., Limited, where she is responsible for strategic planning and daily operations. In 2020 Ms. Deng was awarded a Master’s Degree in Business Administration by Nankai University. She earned a Bachelor’s Degree from Jinan University in 2006. Ms. Deng brings to the Board her extensive experience in business administration.

Yee Man Yung has more than 5 years of experience as a human resources manager for both Hong Kong and NASDAQ listed companies. She also has two years’ experience as an assistant to board members. Ms. Yung joined Tianci on 26 August, 2021 as an independent director of our Board. Since 2020 she has served as Human Resources Manager for Link-Asia International Med-Tech Group Limited. Form 2018 to 2019 Ms. Yung was employed as Account Manager by Tiger Brokers (HK) Global Limited. Ms. Yung earned a Master’s degree in Corporate Communication from University of Leeds in 2017. Ms. Yung is currently pursuing an MBA Degree at the University of South Australia. Ms. Yung brings to the Board her human resources and public company experience as an independent director.

Fan Liu joined Tianci on August 26, 2021 as an independent director of our Board. Prior to joining us, Mr. Liu was the Vice President of China Regenerative Medicine International Limited from September 2014 to October 2017. From July 2009 to August 2014, Mr. Liu was the Investment Director of Tian Huan Investment Company. He was a financial analyst at Founder Securities (SSE:601901) from May 2007 to June 2009. Mr. Liu received his B.A. in Engineering from Nanjing Tech University in 2001 and his Master of Economics from Concordia University, Canada in 2006. He brings to the Board his experience and knowledge of investments and mergers and acquisitions of companies in Hong Kong and China.

Juan Chang joined Tianci in January 2024 as an independent director of our Board. She has over 20 years of expertise in financial management and corporate leadership. From 2003 to 2009, Ms. Chang served as a settlement supervisor and financial manager at Suning.com, a Shenzhen Company, overseeing supplier accounts, accounts receivable and taking management duty. Since 2010, she held the position of Deputy General Manager and Chief Financial Officer at Suning Easy Buy Limited in Hong Kong, where her responsibilities included achieving the Company’s business performance, financial management and risk control, asset management, financial statement issuance, and annual audit. In 2021 to 2023, she acted as the Director of Suning Financial Limited in Hong Kong, overseeing daily management and internal control supervision of the Hong Kong Suning Financial MSO license business. Since June 2023, Ms. Chang has been serving as the Financial Director of Suning.com South Region, responsible for financial management and supervision of companies in Guangzhou, Shenzhen, Wuhan, Haikou, Nanning, Zhongshan, and Hong Kong. Ms.Juan Chang obtained her Bachelor of Management degree from Xi’an University of Finance and Economics in July 2003. In 2013 to 2015, She pursued further education, completing an MBA from Chinese University of Hong Kong.

Guilin Zhang has a strong background in the maritime and shipping industries, with over 30 years of experience. Mr. Zhang recently joined Tianci in January 2024 as an independent director of our Board. His career started at Singapore IMC Shipping, where he worked as a Senior Executive in the Fleet Management Department from 1994 to 1997. Later, he became the General Manager of China Region at Wah Shun Shipping Co., Ltd. and Best Power Holdings (HK) Limited, overseeing ship chartering and iron ore trading until 2002. He then held key roles as Vice President at North China Shipping Holdings Ltd. and General Manager at Continental Minerals Co., Ltd. until 2011. From 2012 to 2023, he ventured into entrepreneurship, establishing Guochuang International Holdings Co., Ltd. and GC Resources Co., Ltd., where he now serves as Executive Director and CEO. Throughout his career, Mr. Zhang has shown exceptional expertise in fleet management, trading, and strategic development, making him an excellent fit for the role of independent director. Mr. Zhang Graduated from Dalian Maritime University with a Bachelor of Engineering degree in 1981.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our stockholders by ordinary resolution.

Corporate Governance

Board Committees

We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee (the “Committee”). We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

The business and affairs of the company are managed under the direction of our Board. We have conducted Board meetings regularly since inception. Each of our directors has attended all meetings either in person, via telephone conference, or through written consent for special meetings. In addition to the contact information in this prospectus, the Board has adopted procedures for communication with the officers and directors as the date hereof. Each stockholder will be given specific information on how he/she can direct communications to the officers and directors of the Company at our annual stockholders’ meetings. All communications from stockholders are relayed to the members of the Board.

Audit Committee. Our audit committee consists of Juan Chang, Fan Liu and Yee Man Yung. Juan Chang is the chairperson of the audit committee. We have determined that Juan Chang, Fan Liu and Yee Man Yung each satisfy the “independence” requirements of Nasdaq Listing Rule 5605(a)(2) and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ms. Chen qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things: (a) monitoring and reviewing: i) The integrity of the Company’s financial reports and other financial information provided by the Company to the public or any governmental body; ii) The Company’s compliance with applicable legal and regulatory requirements; iii) The qualifications and independence of the Company’s independent auditing firm and iv) the performance of the Company’s independent auditors and the Company’s Internal audit function; (b) selecting and terminating the Company’s independent auditors; (c) conducting any investigation appropriate to fulfilling its responsibilities, and it shall have the authority to communicate directly with the independent audit firm and any employee of the Company; (d) preparing and publish an annual Committee report as required by the SEC to be included in the Company’s annual proxy statement; (e) approving in advance all audit and permissible non-audit services to be performed by the independent auditors; (f) discussing with management the Company’s risk assessment and risk management policies.;(g) retaining outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion; and (h) setting policies for the hiring of employees or former employees of the Company’s independent auditor. The Audit Committee shall consist of three or more directors, who shall be appointed annually and subject to removal at any time, by the Board. No member of the Audit Committee shall receive directly any compensation from the Company other than his or her directors’ fees and benefits.

Compensation Committee. Our compensation committee consists of Fan Liu, Juan Chang and Guilin Zhang. Fan Liu is the chairperson of our compensation committee. We have determined that Fan Liu, Juan Chang and Guilin Zhang each are “independent,” as such term is defined for directors and compensation committee members in the listing standards of the NASDAQ Stock Market LLC. Additionally, each qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. The Committee has been established to: (a) have all the powers of administration under all of the Company’s employee benefit plans, including any stock compensation plans, bonus plans, retirement plans, stock purchase plans, and medical, dental and other insurance plan; (b) assist the Board in seeing that a proper system of long-term and short-term compensation is in place to provide performance oriented incentives to attract and retain management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and the Company; (c) have the sole authority to retain, at the Company’s expense, and terminate any compensation consultant to be used to assist in the evaluation of director or executive compensation and shall have sole authority to approve the consultant’s fees and other retention terms, The Committee shall also have the authority to obtain advice and assistance from legal, accounting or other advisors at the Company’s expense; (d) evaluate the Company’s Chief Executive Officer and set his or her remuneration package; and (e) review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall consist of three or more directors, who shall be appointed annually and subject to removal at any time, by the Board.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Juan Chang and Fan Liu. Yee Man Yung is the chairperson of our nominating and corporate governance committee. We have determined that each of Yee Man Yung, Juan Chang and Fan Liu qualify as “independent” as that term is defined by Nasdaq Listing Rule 5605(a)(2). The Committee is responsible for: (a) assisting the Board in identifying individuals qualified to become Board members and recommending to the Board the director nominees for each annual meeting of stockholders; (b) recommending to the Board Corporate Governance Principles applicable to the Company; (c) leading the Board in its annual review of the performance of the Board and its committees; (d) recommending to the Board director nominees for each committee; (e) developing criteria for selection of members of the Board and its committees and reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole; (f) recommending individuals qualified to become Board members to the Board; (g) reviewing and re-assessing the adequacy of this Charter and the Company’s Corporate Governance Principles annually and recommend any proposed changes to the Board for approval. The Committee shall be comprised of no less than three directors, the exact number to be determined by the Board of Directors.

Director Independence

The Board of Directors has determined that Juan Chang, Fan Liu, Guilin Zhang and Yee Man Yung and are independent directors, as the term “independent” is defined by the Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market and Rule 10A-3 under the Exchange Act.

Term of Office

Our directors hold office until the next annual meeting of stockholders of the Company and until their successors have been elected and qualified. Our officers are elected by the board of directors and serve at the discretion of the board of directors.

The members of the committees shall be appointed and removed by the Board on the recommendation of the nominating and corporate governance committee. The members of the committees shall designate a chairman.

Compensation of Directors

Tianci currently maintains six director retainer agreements with its directors. The agreements have terms of 3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month.

EXECUTIVE COMPENSATION

Tianci International, Inc.

Tianci has paid no compensation to any officer or director during the past three fiscal years or any subsequent period. Unpaid compensation has been accrued pursuant to the Employment Agreements described below, totaling an aggregate of $240,800 as of July 31, 2023.

RQS United Group Limited

RQS United did not pay compensation to any officer or director for services in those roles during its past three fiscal years.

Roshing International Co., Limited

Roshing pays Ying Deng, its Manager, and Shufang Gao, its CEO, a salary of HKD 20,000 and HKD 30,000 per month respectively.

Employment Agreements with Key Executives

Employment Agreements

On August 27, 2021, we entered into employment agreements with each of Shufang Gao and Wei Fang and on January 27, 2023, we entered into an employment agreement with Ying Deng (collectively, the “Employment Agreements”), whereby each individual agreed to serve as an Executive Director for monthly compensation equal to U.S. $3,800. Each Employment Agreement expires after three years, unless earlier terminated by death, resignation or removal.

We are entitled to terminate the each Employment Agreement for “cause” without notice or remuneration (unless otherwise required by law) if: (i) the executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement; (ii) the executive has been grossly negligent or acted dishonestly to the detriment of the Company; (iii) the executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the executive is afforded a reasonable opportunity to cure such failure; or (iv) the executive violates the provisions relating to confidentiality, non-competition and non-solicitation of the Employment Agreement. Upon a termination for “cause,” the executive shall not be entitled to any severance or other benefits under the Employment Agreement but shall be entitled to receive accrued base salary.

If the Employment Agreement is terminated due to the executive’s death or disability, the executive shall be entitled to receive accrued base salary.

If the Employment Agreement is terminated by the Company without “cause”, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, payment of premiums for continued health benefits under the Company’s health plans for 12 months following termination, and immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive, if any.

If the Employment Agreement is terminated due to a change in control, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, and immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive.

If the Employment Agreement is terminated by the executive due to (1) a material reduction in the executive’s authority, duties and responsibilities, or (2) a material reduction in the executive’s annual salary, the executive will receive a lump sum payment equal to 12 months of base salary.

Retainer Agreements

We also maintain six director retainer agreements with our officers and directors. The agreements have terms of 3 years and each provides for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month.

For the three and six months ended January 31, 2024, we accrued management compensation expenses of $60,000 and $120,000, respectively. These amounts are included in “general and administrative expenses” in the accompanying consolidated statement of operations.

Stock Incentive Plan

Overview

On April 25, 2024, the Board and majority stockholder adopted the Tianci International, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The Plan provides for the grant of the following types of stock awards: (a) incentive stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock unit and deferred stock units and (e) performance shares. The Plan is intended to enable the Company and its affiliated companies to recruit and retain highly qualified personnel, to provide those personnel with an incentive for productivity and to provide those personnel with an opportunity to share in the growth and value of the Company. The Company reserved 7,000,000 shares of common stock issuable upon the grant of awards under the Plan. As of the date of this prospectus, we have not issued any shares of common stock to our employees, any directors, consultants or any other individuals under the Plan.

Plan Administration

The Plan will be administered by the Committee. The Committee will have full authority to grant Awards under this Plan. In particular, subject to the terms of the Plan, the Committee will have the authority: (a) to select the Persons to whom Awards may from time to time be granted hereunder; (b) to determine the type of Award to be granted to any Person hereunder; (c) to determine the number of Shares, if any, to be covered by each Award; (d) to establish the terms and conditions of each Award Agreement; (e) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; 5 (f) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement); (g) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it deems necessary to carry out the intent of the Plan; and (h) to otherwise supervise the administration of the Plan. All decisions made by the Committee pursuant to the provisions of the Plan will be final and binding on all persons, including the Company and Participants. No Director will be liable for any good faith determination, act or omission in connection with the Plan or any award.

Eligibility

Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted Awards under the Plan; provided, however, that only employees of the Company, its Parent or a Subsidiary are eligible to be granted Incentive Stock Options.

Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following are summaries of certain provisions of our related party agreements and are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We, therefore, urge you to review the agreements in their entirety. Copies of the forms of the agreements have been filed as exhibits to the registration statement of which this prospectus is a part, .

Due from related party consists of:

Due from related party represents a receivable of $54,167 from RQS Capital on July 31, 2023. The receivable, which was non-interest bearing and due on demand, was collected by the Company in December 2023.

Due to related parties consist of:

		Transaction	January 31,		July 31,
Name	Relationship	Nature	2024		2023
Zhigang Pei*	Former Chairman of the Board	Working capital advances and operating expenses paid on behalf of the Company	$	–	$	220,909
RQS Capital	68% shareholder	Company cash collection due to RQS Capital		2,132		2,132
Ying Deng**	RQS Capital 30% owner and Roshing’s 10% owner	Working capital advances and operating expense paid on behalf of the Company		28,083		53,036
TOTAL			$	30,215	$	276,077

___________________

* $220,909 of this liability was converted to 220,909 shares of common stock on January 19, 2024.

** $24,953 of this liability was forgiven in November 2023.

These liabilities are unsecured, non-interest bearing, and due on demand.

Employment agreements with officers and director retainer agreements

Tianci currently maintains two employment agreements and six director retainer agreements with its officers and directors. The agreements have terms of 3 years and each provide for monthly compensation in amounts ranging from $1,300 per month to $3,800 per month.

For the year ended July 31, 2023, we accrued management compensation expenses of $120,000. These amounts are included in “general and administrative expenses” in the accompanying consolidated statement of operations. For the three and six months ended January 31, 2024, we accrued management compensation expenses of $60,000 and $120,000, respectively. These amounts are included in “general and administrative expenses” in the accompanying consolidated statement of operations.

Office space sharing agreement with related parties

On August 28, 2021, Roshing entered into an office space sharing agreement with Shufang Gao, 60% owner of RQS Capital, and Ying Deng, 30% owner of RQS Capital, for office space in Shenzhen, China. The agreement provided for Gao and Deng, sub lessees under a separate office space sharing agreement relating to the use of the premises from August 28, 2021, to August 31, 2024, to pay monthly rent to the lessee ranging from RMB 12,320 (approximately $1,726) to RMB 13,583 (approximately $1,903) on behalf of Roshing. The rent expenses paid by Gao and Deng were billed directly to Gao and Deng by the Lessee and the sublease is between Gao and Deng and the Lessee. The Company has no obligation, directly or indirectly, to reimburse or otherwise compensate Gao and Deng for paying these expenses. For the three months ended January 31, 2024 and 2023, the Company has accounted for this agreement by charging general and administrative expenses for $0 and $5,560, respectively, and crediting additional paid-in capital for $0 and $5,560, respectively. For the six months ended January 31, 2024 and 2023, the Company has accounted for this agreement by charging general and administrative expenses for $0 and $9,079, respectively, and crediting additional paid-in capital for $0 and $9,079, respectively. The office sharing agreement was terminated on May 31, 2023 when Roshing moved all of its operations to its office in Hong Kong.”

Related Party Transactions

On January 27, 2023, Tianci sold 80,000 shares of Series A Preferred Stock to RQS Capital. The shares were sold for a cash payment of $24,000, which was contributed to Tianci’s capital on behalf of RQS Capital by members of its management. Shufang Gao, a member of Tianci’s Board of Directors, is the principal owner of RQS Capital.

As of July 31, 2023, Roshing was indebted to Zhigang Pei in the amount of $220,909 and to Ying Deng in the amount of $53,035, representing amounts they have advanced to fund Roshing’s operations. The loans are not interest-bearing and are due on demand.

On January 19, 2024, the Company sold an aggregate of 445,109 shares of its common stock to five present or former members of the Company’s Board of Directors for an aggregate price of $445,109 or $1.00 per share. The purchasers included Zhigang Pei, who received 220,909 shares in settlement of a loan by Mr. Pei to the Company in the amount of $220,909, and five present or former members of the Company’s Board of Directors, who received an aggregate of 224,200 shares (Zhigang Pei – 110,200 shares; Wei Fang – 64,600 shares; Fan Liu – 22,100 shares, Jimmy Weiyu Zhu – 5,200 shares; and Yee Man Yung - 22,100 shares) in satisfaction of the Company’s liability to them for unpaid compensation.

On April 24, 2024, the Company sold 80,000 shares of Series B Preferred Stock to RQS Capital Limited. The shares were sold for a cash payment of $80,000. 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.

Except as described above, there have been no transactions since August 1, 2022, or any currently proposed transaction, in which Tianci, RQS United or Roshing was or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of the total assets of Tianci at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

Review, approval or ratification of transactions with related persons

We have adopted “The Review Policy for Related Party Transaction”, which has the purpose of ensuring transactions with the Company and its affiliates are consistent with the principles of fair dealing and to minimize the potential conflicts of interest and moral hazard. The policy encompasses procedures related to review, disclosure requirements, conflict resolution, and approval of penalties for violations.

DESCRIPTION OF CAPITAL STOCK

The following description of our securities is only a summary and is qualified in its entirety by reference to the actual terms and provisions of the capital stock contained in our Articles of Incorporation and our Bylaws.

General

We are authorized to issue common stock and preferred stock. The total number of shares of stock which we are authorized to issue is 120,080,000 shares of capital stock consisting of 100,000,000 shares of common stock, $0.0001 par value, 80,000 shares of Series A Preferred Stock, $0.0001 par value per share, 20,000,000 shares of undesignated preferred stock (“Undesignated Preferred Stock”), $0.0001 par value per share. As of the date of this prospectus, 80,000 shares of Undesignated Preferred Stock have been established and designated as Series B Preferred stock. We will have [●] shares of common stock outstanding immediately after the closing of this offering.

Description of Common Stock

We are authorized to ~~issue~~ ~~100~~issue 2,000,000,000 shares of common stock at a par value of $0.0001 per share~~, and as of January 31, 2024 and the date of this prospectus, we had 14,781,803 shares of common stock issued and outstanding~~.

On March 16, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation to effect a 1-for-7 reverse stock split of its issued and outstanding common stock, which became effective on March 20, 2026. All share and per-share data included in the Company’s financial statements have been retroactively adjusted to reflect the reverse stock split. As of the date of this prospectus, we had 3,618,907 shares of common stock issued and outstanding.

Voting Rights. Each share of our common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders.

Dividend Rights. Subject to limitations under the ~~Nevada Revised Statutes~~NRS, holders of our common stock are entitled to receive ratably such dividends or other distributions, if any, as may be declared by our Board out of funds legally available therefor.

Liquidation Rights. In the event of liquidation, dissolution or winding up of our business, the holders of our common stock are entitled to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities.

Other Matters. The holders of our common stock have no subscription, redemption or conversion privileges; in addition, such common stock does not entitle its holders to pre-emptive rights. All of the outstanding shares of our common stock are fully paid and non-assessable.

As of the date of this prospectus, there are no outstanding stock options.

Description of Preferred Stock

Our Certificate of Incorporation authorizes 80,000 shares of Series A Preferred Stock, $0.0001 par value per share, ~~and 20~~80,000~~,000~~ shares of Series ~~undesignated~~B ~~preferred~~Preferred ~~stock~~Stock, $0.~~0001~~ 000 par value per share~~. As of the date of this prospectus~~, and 8019,920,000 shares of undesignated preferred stock, ~~have~~$0.0001 ~~been~~par ~~established~~value ~~and~~per ~~designated as Series B Preferred Stock~~share.

The issuance of preferred stock could adversely affect, among other things, the voting power of holders of common stock and the likelihood that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of preferred stock could also have the effect of delaying, deferring or preventing a change in control of us.

The Board of Directors shall have authority, without stockholder approval, to amend the Tianci’s Articles of Incorporation to divide the class of Preferred Stock into series, and to determine the relative rights and preferences of the shares of each series, including (i) voting power, (ii) the rate of dividend, (iii) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (v) any sinking fund provision for the redemption or purchase of the shares, and (vi) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Series A Preferred Stock

On January 26, 2023, we issued 80,000 shares of Series A Preferred Stock. Each share of Series A 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. Each holder of Series A Preferred Stock will have voting rights equal to the holder of the number of shares of common stock into which the Series A Preferred Stock is convertible. Upon liquidation of the Company, each holder of Series A Preferred Stock will be entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis.

The following is a summary of the terms of the Series A Preferred Stock, which is qualified in its entirety by the Supplement to Item 3: Authorized Stock of Attachment to Certificate of Amendment of Articles of Incorporation, which was filed as Exhibit 10-a to our Current Report on on Form 8-K filed with the SEC on January 26, 2023 and which is incorporated into this prospectus by reference.

Liquidation

Upon the liquidation, dissolution and winding up of the Corporation, the holder of each share of the Series A 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 A 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 stockholders, each share of Series A 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 A Preferred Stock could be converted on the record date for the distribution.

Voting

Each share of Series A 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 A Preferred Stock are convertible on the record date for the stockholder action.

Conversion

Any shares of Series A 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 A Preferred Stock shall be entitled upon a Conversion shall be the product obtained by multiplying the number of shares of Series A Preferred Stock being converted by one hundred (100).

Consolidation, Merger, ~~etc~~or Reorganization.. 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 A Preferred Stock shall at the same time be modified such that upon Conversion of a share of Series A 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.

Adjustment for Reclassification, Exchange and Substitution. At any time or times the Common Stock issuable upon the conversion of the Series A 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.

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.

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

As of the date of this prospectus, ~~all~~the 80,000 shares of Series A Preferred Stock previously issued have been converted into 8,000,000 shares of common stock, and no shares of Series A Preferred Stock are outstanding.

Series B Preferred Stock

On April 24, 2024, we ~~issued~~ issued 80,000 shares of Series B Preferred Stock, ~~all~~ each of which ~~were~~ ~~convertible~~is convertible at any time, by the holder of the share into 100 shares of common stock (an aggregate of 8,000,000 shares of common stock), subject to equitable adjustment of the conversion rate. ~~The~~As ~~holder~~ of ~~Series B Preferred Stock will have voting rights equal to~~ the ~~holder~~ ofdate ~~the number~~ of ~~shares~~this ofprospectus, ~~common stock into which~~ the ~~Series B Preferred Stock is convertible. Upon liquidation of the Company~~80,000 ~~each holder~~shares of Series B Preferred Stock ~~will~~previously beissued ~~entitled~~have tobeen ~~receive,~~converted ~~out~~into of8,000,000 ~~the~~shares ~~net assets~~ of common ~~the Company~~stock, ~~$0.01~~and ~~per~~no ~~share,~~shares ~~then~~of toSeries ~~share~~B ~~in the~~Preferred ~~distribution~~Stock onare ~~an as-converted basis~~outstanding.

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 Company, each holder of Series B Preferred Stock will be entitled to receive, out of the net assets of the Company, $0.01 per share, then to share in the distribution on an as-converted basis.

The following is a summary of the terms of the Series B Preferred Stock, which is qualified in its entirety by Exhibit A to Certificate of Designation Establishing Series B Preferred Stock, which was filed as Exhibit 10-a to our Current Report on Form 8-K filed with the SEC on April 24, 2024 and which is incorporated into this prospectus by reference.

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 stockholders, 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.

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.

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).

Consolidation, Merger, ~~etc~~or Reorganization. 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.

Dividend Payable in Shares of Stock

As of the date of this prospectus, the 80,000 shares of Series B Preferred Stock ~~are~~ ~~outstanding~~previously ~~and~~issued ~~are~~have ~~convertible~~been converted into ~~an aggregate of~~ 8,000,000 shares of common stock, and ~~none~~no ~~have~~shares ~~been~~of ~~converted~~Series ~~into~~B ~~common~~Preferred ~~stock~~Stock are outstanding.

Undesignated Preferred Stock

The Board of Directors shall have authority, without stockholder approval and by resolution of the Board of Directors, to amend the Corporation's Articles of Incorporation to divide the class of Preferred Stock into series, to designate each such series by a distinguishing letter, number or title so as to distinguish the shares thereof from the shares of all other series and classes, and to fix and determine the relative rights and preferences of the shares of each series so established, including (a) voting power, (b) the rate of dividend, (c) the price at which, and the terms and conditions on which, the shares may be redeemed, (iv) the amount payable upon the shares in the event of liquidation, (d) any sinking fund provision for the redemption or purchase of the shares, and (e) the terms and conditions on which the shares may be converted to shares of another series or class, if the shares of any series are issued with the privilege of conversion.

Common Warrants

AsThe following is a summary of ~~the~~certain ~~date~~terms and provisions of ~~this~~the Common Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, ~~prospectus~~the provisions of the Common Warrant, ~~there~~the ~~are~~form noof ~~outstanding~~which ~~warrants~~will be filed as an exhibit to ~~purchase~~the ~~any~~registration ~~shares~~statement of ~~our~~which ~~common~~this ~~stock~~prospectus forms ora ~~preferred~~part. ~~stock~~Prospective investors should carefully review the terms and provisions of the form of Common Warrant for a complete description of the terms and conditions of the Common Warrants. The Common Warrants will be issued in certificated form only.

~~Underwriter’s warrants~~Duration and Exercise Price

~~The~~Each ~~registration~~Common ~~statement of~~Warrant ~~which~~offered ~~this~~hereby ~~prospectus~~will ishave aan assumed ~~part~~exercise ~~also~~price ~~registers~~equal ~~for~~to ~~sale~~100% ~~common~~of ~~stock underlying~~ the ~~underwriter’s~~price ~~warrants,~~a ~~which~~Common ~~warrants~~Unit ~~are a~~sold ~~portion~~to of the ~~underwriting~~public ~~compensation~~in ~~payable~~this tooffering. ~~the~~The ~~underwriter~~Common inWarrants ~~connection~~are ~~with~~immediately exercisable ~~this~~at ~~Underwritten~~any ~~Offering.~~time ~~The~~after ~~underwriter’s warrants,~~their ~~once~~issuance ~~issued~~and at ~~closing~~any oftime up to the ~~Underwritten~~date ~~Offering,~~that ~~will~~is bethree ~~exercisable,~~years inafter ~~whole~~their orissuance. inThe ~~part,~~exercise ~~commencing~~price and onnumber aof ~~date~~shares ~~which~~of ~~is one~~common ~~hundred~~stock ~~eighty~~issuable ~~(180)~~upon ~~days~~exercise ~~after~~is ~~the~~subject ~~commencement~~to ofappropriate ~~sales~~adjustment ofin the ~~Underwritten~~event ~~Offering~~of ~~until~~stock ~~the~~dividends, ~~fifth~~stock splits, ~~anniversary~~reorganizations ofor ~~the~~similar ~~commencement of~~events ~~sales~~affecting ofour ~~Underwritten~~common ~~Offering~~stock atand anthe exercise price. ~~equal~~The toCommon ~~120%~~Warrants ofwill be issued separately from the ~~public~~common ~~offering~~stock ~~price~~or ofPre-Funded ~~our~~Warrants, ~~common~~respectively, ~~stock~~and ~~sold~~may inbe ~~this~~transferred ~~Underwritten Offering~~separately immediately thereafter. ~~Please~~The ~~see~~Common ~~“Underwriting—Underwriter’s~~Warrants will ~~warrants”~~be ~~for~~issued ~~more~~in ~~information~~certificated form only.

94Exercisability

~~Nevada~~The ~~Business~~Common ~~Combination~~Warrants will be exercisable, at the ~~Statutes~~option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Common Warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Common Warrants up to 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants.

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, (the “NRS”), generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the Board prior to the date the interested stockholder obtained such status or the combination is approved by the Board and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, and extends beyond the expiration of the two-year period, unless:37

·Cashless the combination was approved by the Board prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the Board before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or · if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.Exercise

AIf, ~~“combination” is~~at ~~generally~~the ~~defined~~time toa ~~include~~holder ~~mergers~~exercises orits ~~consolidations or any sale~~Common Warrants, ~~lease~~a ~~exchange,~~registration ~~mortgage,~~statement ~~pledge,~~registering ~~transfer,~~the orissuance ~~other disposition, in one transaction~~ or aresale ~~series~~ of ~~transactions,~~the ~~with~~shares anof ~~“interested~~common ~~stockholder”~~stock ~~having:~~underlying ~~(a)~~the anCommon ~~aggregate~~Warrants ~~market value equal~~under tothe 5%Securities orAct ~~more~~is ofnot ~~the~~then ~~aggregate~~effective ~~market~~or ~~value~~available offor the ~~assets~~issuance of ~~the~~such ~~corporation~~shares, ~~(b)~~then anin ~~aggregate~~lieu ~~market~~of ~~value~~making ~~equal~~the tocash 5%payment orotherwise contemplated ~~more~~to ofbe ~~the aggregate~~made ~~market~~to ~~value~~us ofupon ~~all~~such ~~outstanding~~exercise ~~voting~~in ~~shares~~payment of the ~~corporation~~aggregate exercise price, ~~(c)~~the ~~more~~holder ~~than~~may ~~10%~~elect ofinstead ~~the~~to ~~earning~~receive ~~power~~upon such orexercise ~~net~~(either ~~income~~in ofwhole ~~the corporation,~~or ~~and~~in (dpart) ~~certain~~the ~~other~~net ~~transactions~~number ~~with~~of anshares ~~interested~~of ~~stockholder~~common orstock andetermined ~~affiliate~~according orto ~~associate~~a offormula anset ~~interested~~forth ~~stockholder~~in the Common Warrant.

InAdjustment ~~general,~~for anSubsequent “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within two years, did own) 10% or more of the voting power of the outstanding voting shares of a corporation. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.Issuances

The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations, rights offerings, or similar events affecting our common stock and the exercise price, as described in the Common Warrant. In addition, at any time while the Common Warrants are outstanding, if the Company or sell (or are deemed to have issued or sold) any common stock or securities convertible or exercisable into common stock, but excluding shares of common stock or securities deemed to have been issued or sold by us in an Exempt Issuance (as defined in the Common Warrant) or to extend the term of such securities, for a consideration per share (the “New Issuance Price”) less than a price equal to the exercise price of the Common Warrant in effect immediately prior to such issuance or sale or deemed issuance or sale (each of the foregoing, a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the exercise price then in effect shall be reduced to an amount equal to the lower of the New Issuance Price, subject to a floor price set forth in the Common Warrant (equal to twenty percent (20%) of the Nasdaq Minimum Price).

Adjustment for Subsequent Issuances

Adjustment for Share Combination Event

If at any time while the Common Warrants are outstanding, there occurs any share split, share dividend, reverse share split, or share combination, recapitalization or other similar transaction involving our common stock (each, a “Share Combination Event”, and the date of that Share Combination Event (or if the Share Combination Event occurs after the close of trading on the principal market, the trading day following that date), the “Share Combination Event Date”), then, in addition and after giving effect to the adjustments for that Share Combination Event elsewhere in the Common Warrants, the exercise price shall be reduced, but in no event increased, to the lowest VWAP during the period commencing five consecutive trading days immediately preceding and the five consecutive trading days immediately following the Share Combination Event Date (as applicable, the “Event Market Price”); provided, that in calculating the Event Market Price, the VWAP for Trading Days prior to the Share Combination Event Date shall be the VWAP reported after adjusting for the Share Combination Event. For each adjustment purchase to a Share Combination Event, the number of shares issuable under the Common Warrants (the “Share Combination Issuable Shares”) will be increased such that the aggregate exercise price, after taking into account the decrease in the exercise price, shall be equal to the aggregate exercise price on the issuance date for the warrant shares then outstanding.

Fundamental Transactions

In the event of a fundamental transaction, as described in the Common Warrants and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding securities, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of securities, the holders of the Common Warrants will be entitled to receive upon exercise of the pre- funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately prior to such fundamental transaction on a net exercise basis.

Transferability

Subject to applicable laws, a Common Warrant may be transferred at the option of the holder upon surrender of the Common Warrant to us together with the appropriate instruments of transfer.

Fractional Shares

No fractional shares of common stock will be issued upon the exercise of the Common Warrants. Rather, the number of shares of common stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Trading Market

There is no established trading market for the Common Warrants, and we do not expect an active trading market to develop. We do not intend to apply to list the Common Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Common Warrants will be extremely limited.

Right as a Stockholder

Except as otherwise provided in the Common Warrants or by virtue of the holder’s ownership of shares of our common stock, such holder of Common Warrants does not have the rights or privileges of a holder of our common stock, including any voting rights, until such holder exercises such holder’s Common Warrants.

Governing Law

The Common Warrants are governed by New York law.

Pre-Funded Warrants

The following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrant, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants. The Common Warrants will be issued in certificated form only.

Duration and Exercise Price

Each Pre-Funded Warrant offered hereby will have an initial exercise price of $0.001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and the exercise price, as described in the Pre-Funded Warrant.

Exercisability

The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 4.99% of the outstanding shares of common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding shares after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of our shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

Cashless Exercise

In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the number of shares of common stock determined according to a formula set forth in the Pre-Funded Warrants.

Fractional Shares

No fractional shares of common stock will be issued upon the exercise of the Pre-Funded Warrants.

Rather, at the Company’s election, the number of shares of common stock to be issued will be rounded up to the nearest whole number or the Company will pay a cash adjustment in an amount equal to such fraction multiplied by the exercise price.

Transferability

Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrants to us together with the appropriate instruments of transfer.

Trading Market

There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system, and we do not expect a trading market to develop. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading market. Without a trading market, the liquidity of the Pre-Funded Warrants will be extremely limited. The shares of common stock issuable upon exercise of the Pre-Funded Warrants are currently traded on Nasdaq.

Right as a Shareholder

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of common stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until they exercise their Pre-Funded Warrants. The Pre-Funded Warrants will provide that holders have the right to participate in distributions or dividends paid on our shares of common stock.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding securities, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding shares of securities, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction on a net exercise basis.

Governing Law

The Common Warrants are governed by New York law.

Placement Agent Warrants

The following summary of certain terms and provisions of the Placement Agent Warrants offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the form of Placement Agent Warrant, which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions set forth in the form Placement Agent Warrant. The Placement Agent Warrants will be issued in certificated form only.

We have agreed to issue to Maxim (or its permitted assignees) Placement Agent Warrants to purchase a number of shares of common stock equal to 5.0% of the number of shares of common stock (or securities exercisable for shares of common stock) being sold in this offering. The Placement Agent Warrants will be substantially in similar form to the Common Warrant issued in the offering. The Placement Agent Warrants will be exercisable at an assumed exercise price of $1.25 per share and will expire three years after the date of the commencement of the sales of the public securities. See the form of Placement Agent Warrant filed as an exhibit to the registration statement of which this prospectus forms a part for a complete description of the terms. The Placement Agent Warrants and the common stock underlying the Placement Agent Warrants are being registered on the registration statement of which this prospectus is a part.

Anti-Takeover Provisions

Certain provisions of Nevada law ~~and our bylaws~~ summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of of us.

It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

95Nevada Business Combination Statutes

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the NRS, generally prohibit a Nevada ~~Law~~corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless (a) the transaction is approved by the Board prior to the date the interested stockholder obtained such status or (b) the combination is approved by the Board and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders.

The ~~Nevada~~prohibition ~~Business Corporation~~also ~~Act~~extends (beyond the ~~“NBCA”)~~expiration ~~contains~~of athe ~~control~~initial two-~~share~~year ~~acquisition~~period, ~~statute~~unless ~~that~~(a) ~~provides~~the ~~that~~combination aor ~~person~~the ~~who~~transaction ~~acquires~~by ~~shares~~which inthe anperson ~~“issuing~~first ~~public~~became ~~corporation,”~~an asinterested ~~defined~~stockholder inwas approved by the ~~statute~~Board before the person became an interested stockholder, in(b) ~~excess~~the combination is later approved by a majority of ~~certain~~the ~~specified~~voting ~~thresholds~~power ~~generally~~held ~~will~~by ~~not~~disinterested ~~have~~stockholders ~~any~~or ~~voting~~(c) ~~rights~~the consideration received by the stockholders ~~with~~meets ~~respect~~certain to“fair ~~such~~price” ~~shares~~criteria. ~~unless~~The ~~such~~“fair ~~voting~~price” ~~rights~~criteria ~~are~~requires ~~approved~~that bythe consideration is at least equal to the ~~holders~~highest of (a) ~~majority~~the highest price per share paid by the interested stockholder during the two years preceding the announcement of the business combination or in the ~~votes~~transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of ~~each~~the ~~class~~corporation’s stock on the date of ~~securities entitled~~announcement toof ~~vote~~the ~~separately,~~business ~~excluding~~combination or on the date the interested stockholder acquired the shares, ~~held~~whichever is higher, or ~~controlled~~(c) byin the ~~acquiring~~case ~~person~~of preferred stock, the highest liquidation value of such preferred stock, if higher.

~~The~~A ~~NBCA~~“combination” generally ~~also~~includes ~~provides that~~mergers anor ~~“affiliated~~consolidations ~~transaction”~~or ~~between~~any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a ~~Nevada~~series ~~corporation~~of transactions, with an “interested ~~shareholder,~~stockholder” ashaving: ~~those~~(a) ~~terms are~~an ~~defined~~aggregate inmarket ~~the~~value ~~statute,~~equal ~~generally~~to ~~must~~5% beor ~~approved~~more by of the ~~affirmative~~aggregate ~~vote~~market value of the ~~holders~~assets of ~~two-thirds of~~ the ~~outstanding voting shares~~corporation, ~~other~~(b) ~~than~~an ~~the~~aggregate ~~shares~~market ~~beneficially~~value ~~owned~~equal byto ~~the~~5% ~~interested~~or ~~shareholder.~~more ~~The~~of ~~NBCA~~the ~~defines~~aggregate anmarket value ~~“interested~~of ~~shareholder” as~~all ~~any~~outstanding ~~person~~voting ~~who~~shares isof the ~~beneficial~~corporation, ~~owner~~(c) ofmore than 10% of the earning power or ~~more~~net income of the ~~outstanding~~corporation, ~~voting~~and (d) ~~shares~~certain other transactions with an interested stockholder or an affiliate or associate of ~~the~~an ~~corporation~~interested stockholder.

~~These~~In ~~laws~~general, ~~could~~an ~~delay~~“interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or ~~prevent~~within antwo ~~acquisition~~years, prior to the relevant determination has owned) 10% or more of the voting power of the outstanding voting shares of a corporation.

These provisions may be subject to exceptions or will not apply if a corporation elects not to be governed by these provisions. We have not opted out of these provisions.

The statute could have the effect of delaying, deferring, or preventing mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Control Share Acquisitions

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations,” which are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada (as defined under statute and may be interpreted broadly). The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power.

Generally, once an acquirer crosses one of the above thresholds, shares acquired in the transaction or series of related transactions that result in crossing the applicable threshold, including shares acquired within 90 days thereof, become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore those voting rights by vote of the disinterested stockholders. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

A corporation may elect not to be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes.

The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging unsolicited or hostile takeover attempts of our company.

Listing

WeOur ~~intend~~common tostock ~~list our~~is ~~common~~listed ~~stock~~for trading on The Nasdaq Capital Market under the symbol “CIIT”. The closing of the Underwritten Offering is conditioned upon Nasdaq’s final approval of our listing application, and there is no guarantee or assurance that our common stock will be approved for listing on Nasdaq. If our application is not approved, the Underwritten Offering will not be completed.

Transfer Agent and Register

Our transfer agent and warrant agent is Securities Transfer Corporation, with offices located at 2901 Dallas Parkway #380 Plano, TX 75093. The phone number and facsimile number are 1-(469) 633-0101 and 1-(469)-633-0088, respectively. Additional information about Securities Transfer Corporation Transfer can be found on its website at www. stctransfer.com.

96Dividend Policy

~~PRINCIPAL~~To ~~STOCKHOLDERS~~date we have never declared a dividend for our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

The following table sets forth information with respect to the securities holdings of (a) Tianci’s executive officers and directors, and (b) all persons which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe they are deemed the beneficial owner of more than five percent (5%) of any class of Tianci’s voting stock as of the date of the prospectus. The securities “beneficially owned” by an individual are determined in accordance with the definition of “beneficial ownership” set forth in the regulations promulgated under Section 13(d) of the Exchange Act and the rules and regulations thereunder and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest.43

~~The~~PLAN ~~number~~OF and percentage of beneficial ownership of each listed person prior to the offering is based on 14,781,803 shares of common stock outstanding as of January 31, 2024 and as of the date of this prospectus. The voting power of each stockholder with respect to their securities is calculated based on 14,781,803 shares of common stock outstanding as of the date of the prospectus, and 80,000 shares Series B Preferred Stock that have same voting rights equal to the holder of 100 shares of common stock. To calculate a stockholder’s percentage of beneficial ownership of common stock, we must include in the numerator and denominator those shares of common stock underlying convertible securities that such stockholder is considered to beneficially own. Shares of common stock underlying convertible securities held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership of each of the stockholders may be different. The number and percentage of common stock beneficially owned after the offering are [●] shares of common stock outstanding upon the completion of the Underwritten Offering, assuming the underwriter does not exercise their over-allotments.DISTRIBUTION

	Shares Beneficially Owned Prior to the Underwritten Offering		Shares Beneficially Owned After the Underwritten offering		Voting Power(5)
Name of Beneficial Owner(1)	Number	Percentage	Number	Percentage	Prior to the Underwritten Offering	After the Underwritten Offering
Executive Officers and Directors
Shufang Gao	14,150,362(2)	62.11%			62.11%
Wei Fang	64,600	*
Ying Deng	50,000	*
Yee Man Yung	22,100	*
Fan Liu	22,100	*
Juan Chang	-	-
Guilin Zhang	-	-
All executive officers and directors as a group (7 persons)	14,309,162	62.81%			62.81%
5% or Greater Stockholders
RQS Capital Limited	14,100,362(3)	61.89%			61.89%
Zhigang Pei	2,124,109(4)	14.37%			9.32%

We have entered into a placement agency agreement with Maxim Group LLC to act as our exclusive placement agent (“Maxim” or the “Placement Agent”), with respect to the securities subject to this offering. The placement agent is not purchasing or selling any of the securities offered by this prospectus, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of such securities, other than to use its reasonable “best efforts” to arrange for the sale of such securities by us. Therefore, we may not sell all of the securities being offered pursuant to this prospectus. The securities will be offered at a fixed price and are expected to be issued in a single closing. We will enter into a securities purchase agreement directly with certain investors, at the investor’s option, who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus in connection with the purchase of our securities in this offering. The placement agent may engage one or more subagents or selected dealers in connection with this offering.

~~___________________~~We are offering on a “best efforts” basis (i) up to 4,800,000 Units, each consisting of one share of Common Stock and one Common Warrant and (ii) up to 4,800,000 Pre-Funded Units, each consisting of one Pre-Funded Warrant and one Common Warrant.

*Each ~~Less~~Warrant ~~than~~will be exercisable for one share of Common Stock. The exercise price of each Common Warrant will equal the per Common Unit offering price hereunder, which we have assumed to be $1%.25 based on the closing price of our shares of Common Stock rounded to the nearest whole cent on the Nasdaq Capital Market on May 28, 2026. The Common Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised until the third anniversary of the date of issuance. The exercise price of each Pre-Funded Warrant will be $0.001. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full.

~~Unless otherwise specified, the address of each of the persons set forth below is in care of Tianci, Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong 999077.~~44

	(1)	Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities, which includes shares of common stock held as of the date of the prospectus and 100% of the shares of common stock issuable upon conversion of the Series B Preferred Stock. Pursuant to the Exhibit A to Certificate of Designation Establishing Series B Preferred Stock, 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.
	(2)	Shufang Gao’s ownership as of the date of the prospectus consists of (1) 6,100,362 shares of common stock held by RQS Capital Limited, of which Shufang Gao is deemed to have voting and dispositive power; (2) 80,000 shares of Series B Preferred Stock held by RQS Capital Limited, of which Shufang Gao is deemed to have voting and dispositive power, which are convertible into an aggregate of 8,000,000 common shares at any time at the option of RQS Capital Limited; and (3) 50,000 shares of common stock issued in a share exchange on March 3, 2023
	(3)	RQS Capital Limited’s ownership as of the date of the prospectus includes (1) 6,100,362 shares of common stock; and (2) 80,000 shares of Series B Preferred Stock held by RQS Capital Limited, which are convertible into an aggregate of 8,000,000 common shares at any time at the option of RQS Capital Limited. The business address of this entity is Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong 999077.
	(4)	Zhigang Pei’s ownership as of the date of the prospectus includes (1) consists of 1,793,000 shares of common stock held by Silver Glory Group Limited, of which Zhigang Pei is the beneficial owner; and (2) 331,109 shares of common stock issued to Zhigang Pei as a debt-for-equity conversion. The business address of this entity is 20 Holbeche Road, Arndell Park NSW 2148.

Placement Agent Fees and Expenses

We ~~are~~have ~~not~~agreed ~~aware~~to ofpay ~~any~~the ~~arrangement~~placement ~~that~~agent ~~may,~~an aggregate atfee aequal ~~subsequent~~to ~~date,~~seven ~~result~~percent in(7.0%) aof ~~change~~the oftotal ~~control~~gross ofproceeds ~~the~~from ~~Company~~this offering.

97In addition, we will reimburse the Placement Agent up to a maximum of $100,000 for out-of-pocket accountable expenses, or, of $50,000 in the event that there is not a closing, including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company’s principals in connection with the performance of their services. Such Advance will be applied against the Placement Agent expenses in connection with the offering, and to the extent not actually incurred, such Advance shall be reimbursed to us. Any portion of the advance shall be returned back to us to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A).

~~MATERIAL~~We ~~U.S.~~estimate ~~FEDERAL~~that the total expenses of the offering ~~INCOME~~payable ~~TAX~~by ~~CONSEQUENCES~~us, TOincluding ~~NON-U.S.~~registration ~~HOLDERS~~and filing fees, printing fees and legal and accounting expenses, but excluding the Placement Agent fees above, will be approximately $258,296 .

~~The following discussion~~ There is ano ~~summary~~minimum ofamount ~~the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below)~~ of ~~the~~proceeds ~~purchase,~~that ~~ownership~~is ~~and disposition~~a ofcondition ~~our common stock, but does not purport~~ to beclosing ~~a complete analysis~~ of ~~all~~this ~~potential tax effects~~offering. The ~~effects~~actual amount of ~~other~~gross ~~U.S. federal tax laws~~proceeds, ~~such~~if ~~as estate and gift tax laws, and~~ any ~~applicable state~~, ~~local or non-U.S. tax laws are not discussed. This discussion~~ ~~is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”),~~ in ~~each~~this ~~case~~offering ~~in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that~~ could ~~adversely~~vary ~~affect~~substantially ~~a Non-U.S. Holder. We have not sought and will not seek any rulings~~ from the ~~IRS~~gross ~~regarding~~proceeds ~~the~~from ~~matters discussed below. There can be no assurance~~ the ~~IRS~~sale ~~or a court will not take a contrary position to that discussed below regarding the tax consequences~~ of the ~~purchase,~~maximum ~~ownership,~~amount ~~and~~of ~~disposition~~securities ofbeing ~~our~~offered ~~common~~in this ~~stock~~prospectus.

~~This~~Because ~~discussion~~this is ~~limited~~a best efforts offering, the placement agent does not have an obligation to ~~Non-U~~purchase any securities.S. ~~Holders~~This ~~that~~offering ~~hold~~will ~~our~~terminate ~~common~~on ~~stock~~[*], as2026, aunless ~~“capital~~we ~~asset”~~decide to ~~within~~terminate the ~~meaning~~offering of(which ~~Section~~we ~~1221~~may ofdo ~~the~~at ~~Code~~any ~~(generally, property~~time ~~held~~in ~~for~~our ~~investment~~discretion). ~~This~~prior ~~discussion~~to ~~does~~that ~~not~~date. ~~address~~We ~~all~~expect ~~U.S.~~that ~~federal~~the ~~income~~offering ~~tax~~will ~~consequences~~settle delivery ~~relevant~~versus topayment a(“DVP”)/receipt ~~Non-U.S.~~versus ~~Holder’s particular~~payment ~~circumstances~~(“RVP”). Accordingly, ~~including~~we and the ~~impact~~placement ofagent ~~the~~have ~~Medicare~~not made ~~contribution~~any ~~tax~~arrangements onto ~~net~~place ~~investment~~investor ~~income~~funds in an escrow account or ~~the~~trust ~~alternative~~account ~~minimum~~since ~~tax. In~~the ~~addition,~~placement itagent ~~does~~will not ~~address~~receive ~~consequences~~investor funds ~~relevant~~in toconnection ~~Non-U.S.~~with ~~Holders~~the ~~subject~~sale toof ~~special~~the ~~rules,~~securities ~~including,~~offered ~~without limitation:~~hereunder.

· U.S. expatriates and former citizens or long-term residents of the United States; · persons holding our common stock as part of a hedge, straddle, or other risk reduction strategy or as part of a conversion transaction or other integrated investment; · banks, insurance companies, and other financial institutions; · brokers, dealers, or traders in securities; · “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; · partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein); · tax-exempt organizations or governmental organizations; · persons deemed to sell our common stock under the constructive sale provisions of the Code; · persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; · tax-qualified retirement plans; · “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; and · persons subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into account in an applicable financial statement.

If an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

· an individual who is a citizen or resident of the United States; · a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; · an estate, the income of which is subject to U.S. federal income tax regardless of its source; or · a trust that (a) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (b) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section titled “Dividend Policy,” we do not anticipate declaring or paying any cash dividends in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under the subsection titled “Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable tax treaties.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

Subject to the discussion below regarding backup withholding, a Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

· the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); · the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or · our common stock constitutes a U.S. real property interest (“USRPI”), by reason of our status as a U.S. real property holding corporation (“USRPHC”), for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain realized upon the sale or other taxable disposition, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

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Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the Non-U.S. Holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting obligations, (ii) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (i) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Underwritten Offering, only a limited public market for our common stock existed on the OTC Pink Market since February 9, 2022. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of our common stock in the public market after this Underwritten Offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Upon the closing of this Underwritten Offering, we will have [●] shares of our common stock outstanding pursuant to this Underwritten Offering (assuming no exercise of the underwriter’s option to purchase additional shares of common stock).

All previously issued shares of common stock that were not offered and sold as part of this Underwritten Offering, are or will be upon issuance, “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if such public resale is registered under the Securities Act or if the resale qualifies for an exemption from registration under Rule 144 under the Securities Act, which is summarized below.

In general, a person who has beneficially owned restricted shares of our common stock for at least six months in the event we have been a reporting company under the Exchange Act for at least ninety (90) days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the ninety (90) days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

	·	1% of the number of shares of our common stock then outstanding; or
	·	1% of the average weekly trading volume of our common stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

Historically, the SEC has taken the position that Rule 144 under the Securities Act is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies to their promoters or affiliates despite technical compliance with the requirements of Rule 144. The SEC has codified and expanded this position in its amendments effective on February 15, 2008, which applies to securities acquired both before and after that date by prohibiting the use of Rule 144 for the resale of securities issued by shell companies (other than business transaction related shell companies) or issuers that have been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

	·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;
	·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

	·	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and
	·	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

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In addition, for proposed sales under Rule 144(i), there must be adequate current publicly available information about the issuing company before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Exchange Act. As such, due to the fact that we were a shell company until the effective time of the reverse merger, holders of “restricted securities” within the meaning of Rule 144 will be subject to the above conditions.

Lock-up Agreements

We, our directors, executive officers and holders of 5% or more of our common stock have agreed, subject to limited exceptions, not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock or such other securities for a period of one hundred eighty (180) days after the date of this prospectus, without the prior written consent of Prime Number Capital, LLC.

Registration Rights

As of the date of this prospectus, we do not have registration rights arrangements with the holders of our common stock or their transferees, but we may enter into registration rights agreements with certain holders of our common stock or their transferees in the future, under which they will be entitled to request that we register their common stock for resale under the Securities Act upon completion of the Underwritten Offering and following the expiration of the lock-up agreements described above.

UNDERWRITING

Under the terms and subject to the conditions of an underwriting agreement dated the date of this prospectus, the underwriter named below, Prime Number Capital, LLC, is acting as sole underwriter and sole book-running manager, has agreed to purchase, and we have agreed to sell to them, the number of shares of our common stock at the public offering price, less the underwriting discounts, as set forth on the cover page of this prospectus and as indicated below:

Underwriter Number of Shares Prime Number Capital, LLC [●] Total [●]

The underwriter is offering the shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the underwriter to pay for and accept delivery of the common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to other conditions. The underwriter is obligated to take and pay for all of the common stock offered by this prospectus if any such shares are taken. However, the underwriter is not required to take or pay for the shares covered by the underwriter’s option to purchase additional shares described below.

We have granted to the underwriter an option, exercisable for 45 days from the date of this prospectus, to purchase up to additional shares of common stock, or 15% of the total shares of the common stock to be offered by us pursuant to the Underwritten Offering, at the public offering price listed on the cover page of this prospectus, less underwriting discounts. The underwriter may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering contemplated by this prospectus. To the extent the option is exercised, the underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of common stock listed next to the names of the underwriter in the preceding table.

The underwriter will offer the shares to the public at the public offering price set forth on the cover of this prospectus and to selected dealers at the public offering price less a selling concession not in excess of $[●] per share. After this Underwritten Offering, the public offering price, concession and reallowance to dealers may be reduced by Prime Number Capital, LLC. No change in those terms will change the amount of proceeds to be received by us as set forth on the cover of this prospectus. The securities are offered by the underwriter as stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole or in part.

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Underwriter’s Warrants

In addition, we will issue the underwriter’s warrants to the underwriter to purchase a number of shares of common stock equal to 5.0% of the total number of shares of common stock (including any shares sold in the Underwritten Offering to cover over-allotments) sold in the Underwritten Offering at an exercise price equal to 120% of the public offering price. The underwriter’s warrants may be purchased in cash or via cashless exercise, will be exercisable for a period of five years from the commencement of sales of the public offering, and will terminate on the fifth anniversary of the commencement of sales of the public offering. The underwriter’s warrants and the underlying shares will be deemed compensation by FINRA, and therefore will be subject to FINRA Rule 5110(e)(1). In accordance with FINRA Rule 5110(e)(1), and except as otherwise permitted by FINRA rules, neither the underwriter’s warrants nor any of our shares issued upon exercise of the underwriter’s warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the commencement of sales of the offering.

In accordance with FINRA Rule 5110(g)(8), these warrants will not be exercisable for more than five years from the commencement of sales of the Underwritten Offering; will not contain anti-dilution terms that allow the underwriter to receive more shares or to exercise at a lower price than originally agreed upon at the time of the Underwritten Offering, when the public stockholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and will not include any anti-dilution terms that allow the underwriter to receive or accrue cash dividends prior to the exercise of the warrants. In addition, although the underwriter’s warrants and the underlying common stock will be registered in the registration statement of which this prospectus forms a part, we have also agreed that the underwriter’s warrants will provide for registration rights. These registration rights will apply to all of the securities directly and indirectly issuable upon exercise of the underwriter’s warrants. In accordance with FINRA Rule 5110(g)(8), with respect to shares of common stock underlying the underwriter’s warrants, we have agreed to grant the underwriter a one-time demand registration right at our expense with a duration of no more than five years from the commencement of sales of the Underwritten Offering and unlimited “piggyback” registration rights with duration of no more than seven years from the commencement of sales of the Underwritten Offering at our expense.

Discounts, Commissions and Expenses

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriter’s option to purchase up to an additional [●] shares of common stock.

Per Share

Total Without Exercise of Over- allotment Option

Total With Full Exercise of Over- allotment Option

Public offering price

–

Underwriting discounts and commissions to be paid by us (7.0%)

–

Proceeds, before expenses, to us

–

We have also agreed to pay to the underwriter a non-accountable expense allowance equal to 1.0% of the gross proceeds of the Underwritten Offering.

In addition, we will also reimburse the underwriter for its out-of-pocket accountable expenses up to a maximum of $250,000, including, but not limited to, (A) fees of legal counsel; (B) third-party due diligence costs, which may include the cost of any background checks; and (C) reasonable roadshow expenses. We have advanced $50,000 to the underwriter to partially cover its out-of-pocket accountable expenses. Any advances will be returned to us to the extent the underwriter’s out-of-pocket accountable expenses are not actually incurred or are less than the advances paid in accordance with FINRA Rule 5110(g)(4).

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We will also pay expenses relating to the offering, including the following: (i) all expenses incidental to the issuance and delivery of the common stock offered (including all printing and engraving costs, if any), (ii) all fees and expenses of the clearing firm, registrar and transfer agent, (iii) all necessary issue, transfer and other stamp taxes in connection with the offering, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the registration statement (including financial statements, exhibits, schedules, consents and certificates of experts), and (vi) all filing fees, attorneys’ fees and expenses incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the common stock for offer and sale under the state securities or blue sky laws.

We estimate that the total expenses of the offering payable by us, excluding the underwriting discounts and commissions, non-accountable expense allowance and expenses, will be approximately $[●].

In addition, during the term of our engagement with the underwriter, we have agreed not to, directly or indirectly, offer any securities or solicit an offer to purchase any securities, or otherwise contact or enter into a discussion with any other party in connection with the structuring, issuance, sale, arrangement, offering or purchase of securities, other than through the underwriter. In addition, and without limitation foregoing, during the term of our engagement with the underwriter, we will not, and will not permit any of our affiliates, advisors, or other underwriter to engage any other party to perform any services or act in any capacity for which the underwriter has been engaged with respect to any potential transaction without the prior written consent of the underwriter.

In addition, subject to FINRA Rule 5110 (g)(5)(B), we have agreed that if, within 18 months of termination of our engagement with the underwriter, the closing of a transaction occurs in which we or any of our subsidiaries or immediate holding entity sells securities (including securities convertible into securities or substantially similar securities), or any securities substantially similar thereto, in an offering that is similar to the Underwritten Offering (except in the case of a termination by the underwriter or us for cause, as defined in our engagement letter with the underwriter), upon completion of such closing, the underwriter shall remain entitled to its underwriting fee, as if the closing of such sale had occurred during the term of the underwriter’s engagement and as if the securities sold were the securities to be offered hereby.

We intend to apply to list our common stock on the Nasdaq Capital Market. No assurance can be given that our application will be approved or that the trading prices of our common stock on the OTC Pink Market will be indicative of the prices of our common stock if our common stock were traded on the Nasdaq Capital Market. If our application is not approved, the Underwritten Offering will not be completed. The Underwritten Offering is contingent upon final approval of the listing of our common stock on the Nasdaq Capital Market.

Right of First Refusal

We have agreed that for a period of 12 months from the closing of our initial public offering, the underwriter has the right to act as lead or joint investment banker, lead or joint book-runner, and/or lead or joint placement agent, for each and every future public and private equity and debt offering, including but not limited to, (i) any equity, equity-linked, debt or mezzanine financing or other investment in us (including a secondary sale or offering by security holders effected with our assistance); (ii) any tender offer or exchange offer for, debt, convertible debt securities; (iii) any merger, consolidation, sale, transfer or other disposition of all or a material portion of our stocks or assets; (iv) restructuring transactions including extraordinary dividend, stock repurchase, spin-off, which is operated by us or any successor to, or any of our subsidiaries; provided however, that this right of first refusal shall be contingent upon the written agreement by the underwriter to participate in any such subject transaction upon the terms and conditions that should contain reasonable and customary fees for transactions of similar size and nature; and provided further that in the event we terminate our agreement with the underwriter for cause (which shall mean a material failure to provide the underwritten services contemplated in its agreement with us), then such right of first refusal shall become null and void, in compliance with FINRA Rule 5110(g).

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Indemnification

~~Pursuant~~We ~~to the underwriting agreement, we~~ have agreed to indemnify the ~~underwriter~~Placement ~~and certain of their controlling persons~~ Agent against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in the Placement Agent agreement, or to contribute to payments that the ~~underwriter~~Placement orAgent ~~such other indemnified parties~~ may be required to make in ~~respect~~ respect of those liabilities.

~~Pricing~~ ofcontained in the ~~Offering~~Placement Agent agreement, or to contribute to payments that the Underwriter may be required to make in respect of those liabilities.

~~Prior~~Placement ~~to this~~Agent Underwritten Offering, our common stock was traded on the OTC Pink Market since February 9, 2022, and there was a limited public market for our common stock. The public offering price of the shares of common stock was negotiated between us and the underwriter. Among the factors considered in determining the public offering price of the shares, in addition to the prevailing market conditions, are our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.Warrants

~~Lock~~We have also agreed to issue to the placement agent, or its permitted designees, Placement Agent Warrants to purchase up to 240,000 shares of common stock, which number of shares of common stock is equal to 5.0% of the aggregate number of shares of common stock sold in this offering (including the shares of common stock issuable upon the exercise of the securities sold in this offering). The Placement Agent Warrants will be registered as part of this registration statement and will be non-exercisable for 180 days from the commencement of sales of the securities in this offering, which period is in compliance with applicable FINRA rules, and will expire on the three year anniversary of the commencement of sales of the securities in this offering. The Placement Agent Warrants will be exercisable at a price per share equal to 100% of the purchase price per share of common stock sold in this offering. The Placement Agent Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up ~~Agreements~~pursuant to Rule 5110(e)(1)(A) of FINRA. The Placement Agent (or permitted assignees under FINRA Rule 5110(e)(2)) will not sell, transfer, assign, pledge, or hypothecate these Placement Agent Warrants or the shares of common stock underlying the Placement Agent Warrants, nor will they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Placement Agent Warrants or the underlying shares of common stock for a period commencing 180 days from the commencement of sales of the securities in this offering, except that they may be assigned, in whole or in part, to any officer or partner, registered person or affiliate of the Placement Agent. The Placement Agent Warrants shall not be redeemable and shall provide for cashless exercise in certain cases. The Placement Agent Warrants shall also further provide for anti-dilution protection (adjustment in the number and price of such warrants and the shares of common stock underlying such warrants) resulting from certain corporate events (which would include dividends, stock splits, etc.) and future issuance of common stock or common stock equivalents at prices (or with exercise and/or conversion prices) below the exercise price.

~~Electronic~~Lock-Up ~~Offer, Sale and Distribution of Securities~~Agreements

AAll ~~prospectus~~of inour ~~electronic~~directors ~~format~~and ~~may~~executive beofficers, ~~made~~and ~~available~~other onholder(s) ~~the~~of ~~websites~~five ~~maintained~~percent byof more of the ~~underwriter~~outstanding orshares ~~selling~~of ~~group~~our ~~members,~~common ifstock ~~any,~~as ~~participating~~of inthe ~~this~~effective ~~Underwritten~~date ~~Offering and~~of the ~~underwriter~~registration ~~may~~statement related ~~distribute~~to ~~prospectuses~~this ~~electronically.~~offering ~~The~~have ~~underwriter~~agreed ~~may agree~~ to ~~allocate~~ a ~~number~~three of(3) ~~common~~months ~~stock~~“lock-up” toperiod ~~selling group~~from ~~members~~the ~~for~~closing ~~sale~~of tothis ~~their~~offering ~~online~~with ~~brokerage~~respect to ~~account~~the ~~holders. The~~ common stock tothat bethey ~~sold~~beneficially ~~pursuant~~own. toThis ~~internet~~means ~~distributions~~that, ~~will be~~for ~~allocated~~a onperiod ~~the~~of ~~same~~six ~~basis~~(6) asmonths ~~other~~following ~~allocations.~~the ~~Other~~closing ~~than~~of the ~~prospectus in electronic format~~offering, such ~~the~~persons ~~information~~may ~~on these websites is~~ not ~~part~~offer, ofissuer, ~~nor~~sell, ~~incorporated~~contract byto ~~reference~~sell, ~~into~~encumber, ~~this~~grant ~~prospectus~~any oroption for the ~~registration~~sale ~~statement~~ of ~~which~~or ~~this~~otherwise ~~prospectus~~dispose ~~forms~~of aany ~~part,~~of ~~has~~our ~~not~~securities ~~been~~without ~~approved~~the orprior ~~endorsed~~written byconsent usof or the ~~underwriter~~Placement Agent, ~~and~~including ~~should~~the ~~not~~issuance beof ~~relied~~shares upon the exercise of currently outstanding options approved by ~~investors.~~the Placement Agent

~~Price~~The ~~Stabilization~~Placement Agent has no present intention to waive or shorten the lock-up period; however, ~~Short~~the ~~Positions~~terms ~~and~~of ~~Penalty~~the lock-up agreements may be waived at its discretion. In determining whether ~~Bids~~to waive the terms of the lock-up agreements, the Placement Agent may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

InRight ~~connection with this Underwritten Offering, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price~~ of ~~our~~First common stock. Specifically, the underwriter may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriter under option to purchase additional shares. The underwriter can close out a covered short sale by exercising the option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriter will consider, among other things, the open market price of shares compared to the price available under the option to purchase additional shares. The underwriter may also sell shares in excess of the option to purchase additional shares, creating a naked short position. The underwriter must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.Refusal

~~The~~We ~~underwriter~~have ~~may~~agreed ~~also~~that ~~impose~~for a ~~penalty~~period ~~bid.~~of twelve (12) months ~~This~~from ~~occurs~~the ~~when~~closing of this offering, the Placement Agent will have a ~~particular~~right of first refusal to act as sole managing underwriter and sole book runner, sole placement agent, or ~~dealer~~sole ~~repays~~sales ~~selling~~agent, ~~concessions~~for ~~allowed~~any toand itall future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings for ~~distributing~~which ~~our~~the ~~common~~Company ~~stock~~retains the service of an underwriter, agent, advisor, finder or other person or entity in ~~this~~connection with such offering during such twelve (12) months period of the Company, or any successor to or any subsidiary of ~~Underwritten~~the ~~Offering~~Company; ~~because~~provided, however, that such ~~underwriter~~right ~~repurchases~~shall ~~those~~be ~~shares~~subject to FINRA Rule 5110(f)(2). In addition, we shall not offer to retain any entity or person in ~~stabilizing~~connection with any such offering on terms more favorable than terms on which it offers to retain the Placement Agent. Such offer shall be made in writing in order to be effective. The Placement Agent shall notify the Company within ten (10) business days of its receipt of the written offer contemplated above as to whether or ~~short~~not ~~covering~~it ~~transactions~~agrees to accept such retention. If the Placement Agent should decline such retention, the Company shall have no further obligations to Placement Agent with respect to the offering for which it has offered to retain Placement Agent, except as otherwise provided for herein.

~~106~~In addition, we have agreed, until the effectiveness of the registration statement in connection with this offering, not to negotiate with any other broker-dealer relating to a possible private and/or public offering of our securities without the written consent of the Placement Agent. We further have agreed that if the Company determines that it shall proceed with an alternative offering (registered or unregistered) of its equity securities or reverse merger (“Alternative Transaction”), then Maxim’s exclusivity as set forth in this engagement letter shall still apply, and Maxim shall act as the Company’s exclusive underwriter, agent or advisor with respect to such Alternative Transaction.

~~Finally,~~Securities ~~the~~Issuance ~~underwriter may bid for, and purchase, our common stock in market making transactions, including “passive” market making transactions as described below.~~Standstill

~~These~~We ~~activities~~have ~~may~~also ~~stabilize~~agreed, orfor ~~maintain~~a ~~the market~~period ~~price~~ of ~~our~~six ~~common~~(6) ~~stock~~months from ~~at a price that is higher than~~ the ~~price~~closing ~~that~~of ~~might~~this ~~otherwise~~offering, ~~exist in~~ the ~~absence~~Company ofshall ~~these~~neither ~~activities. The~~offer, ~~underwriter~~issue, issell, ~~not~~contract ~~required~~ to ~~engage~~sell, inencumber, ~~these~~grant ~~activities~~any ~~and~~option ~~may~~for ~~discontinue~~the sale ~~any~~ of ~~these~~or ~~activities~~otherwise atdispose of any ~~time~~securities ~~without~~of ~~notice. These~~the ~~transactions~~Company ~~may~~without ~~be effected on~~ the ~~Nasdaq~~Placement ~~Capital~~Agent’s ~~Market,~~prior inwritten ~~the over-the-counter market~~consent, orwith ~~otherwise~~certain exemptions.

~~Passive Market Making~~46

InOther connection with this Underwritten Offering, the underwriter may engage in passive market making transactions in our common stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.Rights

~~Potential~~Upon ~~Conflicts~~the closing of ~~Interest~~this offering, or if the engagement period as provided in the engagement letter between us and the Placement Agent ends prior to a closing of an offering (other than a termination for cause), then if within twelve months following such time, we complete any financing of equity, equity-linked, convertible or debt or other capital-raising activity with, or receive any proceeds from, any investors that were contacted, introduced by the Placement Agent, then the Company shall pay to the Placement Agent a commission as described in this section, in each case only with respect to the portion of such financing received from such investors.

~~The~~Certain underwriter and its affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers and such investment and securities activities may involve securities and/or instruments of our Company. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.Relationships

~~Other~~The ~~Relationships~~Placement Agent and its affiliates have and may in the future provide, from time to time, investment banking and financial advisory services to us in the ordinary course of business, for which they may receive customary fees and commissions.

~~The~~Determination ~~underwriter and certain~~ of ~~its~~Offering affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Some of the underwriter and certain of its affiliates may in the future engage in investment banking and other commercial dealings in the ordinary course of business with us and our affiliates, for which they may in the future receive customary fees, commissions and expenses.Price

InOur ~~addition,~~common instock ~~the~~is ~~ordinary~~currently ~~course~~listed ofon ~~their~~The ~~business~~Nasdaq ~~activities,~~Capital ~~the~~Market ~~underwriter~~under ~~and~~the ~~its~~symbol ~~affiliates~~“CIIT.” ~~may~~On ~~make~~May or28, ~~hold~~2026, athe ~~broad~~reported ~~array~~closing ofprice ~~investments~~per ~~and~~share ~~actively~~of ~~trade~~our ~~debt~~common ~~and~~stock ~~equity~~was ~~securities~~$1.25. ~~(or~~The ~~related~~final ~~derivative~~public ~~securities)~~offering ~~and~~price ~~financial~~will ~~instruments~~be ~~(including~~determined ~~bank~~between ~~loans)~~us ~~for~~and ~~their~~the ~~own~~Placement ~~account~~Agent, and ~~for~~may be at a discount to the ~~accounts~~current market price of ~~their customers~~our common stock. ~~Such~~Therefore, ~~investments~~the ~~and~~assumed ~~securities~~public ~~activities~~offering ~~may~~price ~~involve~~used ~~securities~~throughout ~~and/or~~this ~~instruments~~prospectus ofmay ~~ours~~not orbe ~~our~~indicative ~~affiliates.~~of ~~The~~the ~~underwriter~~final ~~and~~public ~~its~~offering ~~affiliates~~price. ~~may~~There ~~also~~is ~~make~~no ~~investment~~established ~~recommendations~~public ~~and/or~~trading ~~publish~~market orfor ~~express~~the ~~inde~~

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