Tianci International Inc美股招股说明书(2026-06-22版)

PROSPECTUS SUPPLEMENT NO. 1(To Prospectus dated June 16, 2026) This prospectus supplement updates, amends and supplements the prospectus dated June 16, 2026 (the “Prospectus”), which forms apart of our Registration Statement on Form S-1 (Registration No. 333-296417). Capitalized terms used in this prospectus supplementand not otherwise defined herein have the meanings specified in the Prospectus. This prospectus supplement is being filed to update, amend, and supplement the information included in the Prospectus with theinformation contained in our Quarterly Report on Form 10-Q filed with the SEC on June 22, 2026, which is set forth below. This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction withthe Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent thatthe information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep thisprospectus supplement with your Prospectus for future reference. Investing in the Notes involves risks. See “Risk Factors” beginning on page 31 of the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is June 22, 2026. U. S. Securities and Exchange CommissionWashington, D. C. 20549 FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedApril 30, 2026 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No.001-42591 TIANCI INTERNATIONAL, INC.(Exact Name of Registrant in its Charter) Nevada45-5440446(State or Other Jurisdiction of incorporation or organization)(I.R.S. Employer I.D. No.) Unit 1109, Lippo Sun Plaza, 28 Canton Road, Tsim Sha TsuiKowloon, Hong Kong 999077(Address of Principal Executive Offices) (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.0001CIITNasdaq Capital Market Indicate by check mark whether theRegistrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files.) Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One) Accelerated Filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated Filer☐Non-accelerated Filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes☐No☒ APPLICABLE ONLY TO CORPORATE ISSUERS:Indicate the number of shares outstanding of each of the Registrant’s classes ofcommon stock, as of the latest practicable date: June 22, 2026Common Stock: 9,673,907 TABLE OF CONTENTS Part I. Financial Information Item 1.Financial Statements (unaudited):3Condensed Balance Sheets – April 30, 2026 (Unaudited) and July 31, 20253Consolidated Statements of Operations (Unaudited) - for the Three and Nine Months Ended April 30, 2026and 20254Condensed Statement of Changes in Stockholders’ Equity (Unaudited) for the Three and Nine MonthsEnded April 30, 2026 and 20255Statements of Cash Flows (Unaudited) – for the Nine Months Ended April 30, 2026 and 20256Notes to Consolidated Financial Statements (Unaudited)7Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures about Market Risk30Item 4.Controls and Procedures30Part II. Other InformationItem 1.Legal Proceedings31Item 1A.Risk F