---
schema_version: "secwatch.filing_event.v1"
accession: "0001683168-23-001303"
form_type: "8-K"
ticker: "CIIT"
cik: "0001557798"
company_name: "Tianci International, Inc."
filed_at: "2023-03-06T23:59:59+00:00"
generated_at: "2026-06-18T11:32:54.831007+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Tianci International completes reverse acquisition of RQS United, exits shell status

## Summary
- Tianci acquired RQS United, which holds 90% of Roshing (software/hardware distributor), in a reverse acquisition.
- Tianci issued 1.5M shares and paid $350,000 to RQS Capital; also issued 700,000 shares to Roshing employees/affiliates.
- Tianci sold 1,253,333 shares at $0.30 each to 13 investors in a private placement, raising $376,000.
- As a result, Tianci is no longer a shell company; RQS United is the accounting acquirer.
- Roshing's business: electronic components, software development, consulting; 96% of FY2022 revenue from five customers.

## SEC filing metadata
- accession: 0001683168-23-001303
- form_type: 8-K
- ticker: CIIT
- cik: 0001557798
- company_name: Tianci International, Inc.
- filed_at: 2023-03-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 5.06, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1557798/000168316823001303/0001683168-23-001303-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1557798/000168316823001303/tianci_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001683168-23-001303
- JSON: https://secwatch.observer/filing/0001683168-23-001303.json
- Plain text: https://secwatch.observer/filing/0001683168-23-001303.txt

## Key facts
- Governance Changes
  Tianci International, Inc.: Tianci is no longer a shell company after reverse acquisition of RQS United (effective 2023-03-03).
  - Change: shell status
  - Effective: 2023-03-03
  source text: Prior to the Share Exchange, Tianci was a shell company as defined in Rule 12b-2 under the Exchange Act. As a result of the transactions under the Exchange Agreement, Tianci is no longer a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1557798/000168316823001303/0001683168-23-001303-index.htm
- M&A Transactions
  Tianci International, Inc. completed an acquisition involving RQS Capital Limited for 1,500,000 shares of its common stock and pay a cash price of $350,000 (closed 2023-03-03).
  - Action: acquisition
  - Counterparty: RQS Capital Limited
  - Consideration: 1,500,000 shares of its common stock and pay a cash price of $350,000
  - Closing: 2023-03-03
  source text: nd RQS Capital Limited ( “RQS Capital” ), which was the sole shareholder of RQS United (the " Exchange
  evidence_url: https://www.sec.gov/Archives/edgar/data/1557798/000168316823001303/0001683168-23-001303-index.htm
- Material Agreements
  Tianci International, Inc. entered into Exchange Agreement with RQS Capital Limited valued at $350,000 (effective 2023-03-03).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: RQS Capital Limited
  - Value: $350,000
  - Effective: 2023-03-03
  source text: On March 3, 2023 Tianci International, Inc. ( "Tianci" ) entered into a Share Exchange Agreement with RQS United Group Limited ( "RQS United" ) and RQS Capital Limited ( “RQS Capital” ), which was the sole shareholder of RQS United (the " Exchange Agreement "), pursuant to which RQS Capital agreed to transfer all of the issued and outstanding capital stock of RQS United to Tianci, and Tianci agreed to issue to RQS Capital 1,500,000 shares of its common stock and pay a cash price of $350,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1557798/000168316823001303/0001683168-23-001303-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.