Tianci International, Inc. Announces Nasdaq Uplisting and Pricing of $7 Million Public Offering

Rhea-AI Summary

Tianci International, a global logistics service provider focused on ocean freight forwarding, has announced the pricing of its public offering and Nasdaq Capital Market uplisting. The company is offering 1,750,000 shares of common stock at $4.00 per share, aiming to raise $7 million in gross proceeds before expenses.

Trading will commence on April 10, 2025, under the ticker symbol CIIT. The underwriter, American Trust Investment Services, has a 45-day option to purchase an additional 262,500 shares, potentially increasing total proceeds to $8.05 million. The offering is expected to close around April 11, 2025.

Proceeds will be allocated towards:

• Logistics promotion and marketing
• Working capital and general corporate purposes
• Recruitment of talented personnel

Positive

• Nasdaq Capital Market uplisting enhances company visibility and trading liquidity
• $7 million capital raise strengthens financial position
• Firm commitment offering provides funding certainty
• Additional $1.05 million possible through overallotment option

Negative

• Potential dilution for existing shareholders
• Offering-related expenses will reduce net proceeds
• No specific allocation percentages provided for use of proceeds

Insights

Capital Markets Analyst

Tianci International's successful Nasdaq Capital Market uplisting represents a significant milestone, indicating the company has met Nasdaq's stringent listing requirements. The $7 million public offering ($8.05 million if overallotment option exercised) provides substantial growth capital at a critical juncture for this logistics provider.

The $4.00 per share pricing establishes an initial valuation benchmark, while the firm commitment underwriting structure demonstrates confidence from the financial intermediaries in successfully placing these shares. This uplisting delivers three key benefits: enhanced trading liquidity, broader institutional investor accessibility, and improved visibility in capital markets.

Most tellingly, the use of proceeds focuses on growth initiatives rather than debt restructuring - specifically logistics promotion, marketing, and talent acquisition - signaling a company in expansion mode rather than financial rehabilitation. The modest offering size suggests a measured approach to public markets, potentially minimizing dilution while securing necessary capital.

For a logistics company operating across international borders, this dual Hong Kong/Nevada structure introduces unique regulatory considerations but also provides access to both Asian and North American capital markets. This successful offering strengthens Tianci's financial foundation in the competitive ocean freight forwarding industry.

Logistics Industry Specialist

This capital raise comes at a strategic moment for Tianci in the ocean freight forwarding sector. The $7-8 million infusion significantly enhances the company's operational flexibility in a business where substantial working capital is required to finance shipments ahead of client payments.

The allocation toward "logistics promotion and marketing" suggests Tianci is positioning to increase market share in a highly fragmented industry where brand recognition and service reliability drive client acquisition. Meanwhile, the focus on "recruitment of talented personnel" indicates an understanding that specialized expertise remains a key differentiator in freight forwarding despite increasing digitalization.

The Nasdaq listing itself delivers a competitive advantage beyond just capital access. In the logistics sector, financial stability is a critical selection criterion for clients entrusting valuable cargo to service providers. This uplisting enhances Tianci's credibility with potential enterprise clients seeking financially stable logistics partners for their supply chains.

For context, ocean freight forwarding operates on relatively thin margins, making operational efficiency and scale crucial for profitability. This capital infusion positions Tianci to potentially accelerate growth in an industry where regional specialists can successfully compete against global giants by offering specialized service capabilities or geographic expertise.

HONG KONG and RENO, Nev., April 09, 2025 (GLOBE NEWSWIRE) -- Tianci International, Inc. (the "Company” or “Tianci”), a global logistics service provider specializing in ocean freight forwarding, today announced the pricing of its public offering (the “Offering”) of an aggregate of 1,750,000 shares of common stock at a public offering price of US$4.00 per share, for total gross proceeds of $7,000,000, before deducting underwriting discounts, commissions, and other related expenses. The shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on April 10, 2025, under the ticker symbol “CIIT.”

The Company has granted American Trust Investment Services, Inc., the representative of the underwriters, a 45-day option to purchase up to an additional 262,500 shares at the public offering price, less underwriting discounts to cover over-allotments, if any. The total proceeds from the Offering are expected to be approximately US$8,050,000 if the representative of the underwriters exercise its option to purchase additional shares in full.

The Offering is being conducted on a firm commitment basis. The Company intends to use the proceeds from the Offering for logistics promotion and marketing, working capital and general corporate purposes, and recruitment of talented personnel. The offering is expected to close on or about April 11, 2025, subject to the satisfaction of customary closing conditions.

American Trust Investment Services, Inc. is acting as representative of the underwriters for the Offering. Kaufman & Canoles, P.C. is acting as U.S. securities counsel to the Company. Han Kun Law Offices LLP and Parsons Behle & Latimer are acting as Hong Kong legal advisers and Nevada legal counsel respectively, to the Company. Ye & Associates, P.C. is acting as U.S. counsel to American Trust Investment Services, Inc. in connection with this Offering.

A registration statement on S-1 (File No. 333-280089) was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on April 09, 2025. A final prospectus relating to the Offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this Offering, when available, may be obtained from American Trust Investment Services, Inc., 230 W Monroe St # 300, Chicago, IL 60606, Telephone: +1 (312) 382-7000; Email: IB@amtruinvest.com

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release has been prepared for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, and no sale of these securities may be made in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Tianci International, Inc.

Tianci International Inc., through its subsidiary Roshing, provides global logistics services specializing in ocean freight forwarding, including container and bulk goods shipping. Operating under an asset-light model, Roshing’s logistics solutions are tailored to meet the diverse needs of its customers across the Asia-Pacific, including Japan, South Korea, and Vietnam. Beyond logistics, the company generates revenue from the sale of electronic parts and business consulting services. The company’s mission is to provide customers with efficient, reliable, and safe shipping services that create value.

For more information, please visit the Company’s website: tianci-ciit.com

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:

Tianci International, Inc.
Investor Relations
Email: ir@rqscapital.com

FAQ

When will Tianci International (CIIT) begin trading on Nasdaq?

Tianci International will commence trading on the Nasdaq Capital Market on April 10, 2025, under the ticker symbol CIIT.

How much is Tianci International (CIIT) raising in its public offering?

Tianci is raising $7 million through the offering of 1,750,000 shares at $4.00 per share, with potential to reach $8.05 million if the overallotment option is exercised.

What is the price per share for Tianci International's (CIIT) public offering?

The public offering price is set at $4.00 per share.

How will Tianci International (CIIT) use the proceeds from its public offering?

The proceeds will be used for logistics promotion and marketing, working capital, general corporate purposes, and recruitment of talented personnel.

What is the overallotment option in Tianci International's (CIIT) offering?

The underwriter has a 45-day option to purchase up to 262,500 additional shares at the public offering price to cover over-allotments.