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6-K 1 ea0252274-6k_ctwcayman.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2025

 

Commission File Number: 001-42758

 

CTW Cayman

(Exact Name of Registrant as Specified in Its Charter)

 

29F, 1 Chome-9-10,

ARK Hills Sengokuyama Mori Tower
Roppongi, Minato City,

Tokyo 106-0032, Japan

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒    Form 40-F ☐

 

 

 


 

On August 7, 2025, CTW Cayman (the “Company”) closed its initial public offering (the “IPO”) of 2,400,000 Class A ordinary shares, par value $0.0001 per share (the “Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-287306, “Form F-1”), originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2025, as amended. The Form F-1 was declared effective by the SEC on July 30, 2025. The Shares were priced at $5.00 per share, and the offering was conducted on a firm commitment basis. The Shares commenced trading on The Nasdaq Capital Market (“Nasdaq”) on August 6, 2025, under the ticker symbol “CTW”.

 

In connection with the IPO, the Company issued a press release on August 5, 2025 announcing the pricing of the IPO and a press release on August 7, 2025 announcing the closing of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

 

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

Exhibit Index

 

Exhibit No.   Description
99.1   Press Release—CTW Cayman Announces Pricing of Initial Public Offering
99.2   Press Release—CTW Cayman Announces Closing of Initial Public Offering

 

1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 7, 2025 CTW Cayman
     
  By: /s/ Ryuichi Sasaki
  Name:  Ryuichi Sasaki
  Title: Chief Executive Officer

 

 

2

 

 

EX-99.1 2 ea025227401ex99-1_ctwcayman.htm PRESS RELEASE-CTW CAYMAN ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING

Exhibit 99.1

 

 

CTW Cayman Announces Pricing of Initial Public Offering

 

TOKYO, JAPAN, August 5, 2025 – CTW Cayman (“CTW” or “the Company”), a leading game platform company providing global access to web-based games through its flagship HTML5 platform, G123.jp, which showcases a diverse selection of free-to-play games inspired by popular Japanese animations, today announced the pricing of the initial public offering (the “Offering”) of 2,400,000 Class A ordinary shares at a public offering price of $5.00 per share. The ordinary shares have been approved for listing on The Nasdaq Capital Market and are expected to commence trading on August 6, 2025, under the ticker symbol “CTW”.

 

The Company expects to receive aggregate gross proceeds of $12.0 million from the Offering, before deducting underwriting discounts and other related expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 360,000 Class A ordinary shares at the public offering price, less underwriting discounts. The Offering is expected to close on or about August 7, 2025, subject to the satisfaction of customary closing conditions.

 

Proceeds from the Offering will be used primarily to support the Company’s global market expansion initiatives, which are expected to account for approximately 85% of the net proceeds, with the remainder allocated to general working capital and other corporate purposes.

 

The Offering is being conducted on a “firm commitment” basis. Kingswood Capital Partners, LLC is acting as the representative of the underwriters for the Offering. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP is serving as legal counsel to the Company, and Greenberg Traurig, LLP is serving as legal counsel to the underwriters.

 

A registration statement on Form F-1 relating to the Offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-287306) and was declared effective by the SEC on July 30, 2025. The offering is being made only by means of a prospectus forming a part of the registration statement related to the Offering. Copies of the prospectus may be obtained from Kingswood Capital Partners, LLC by standard mail to 126 E 56th Street, Suite 22S New York, NY, or by email at ttian@kingswoodus.com, or by telephone at +1-732-208-4091. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities 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 jurisdiction.

 


 

About CTW Cayman

 

CTW is a leading game platform company providing global access to web-based, free-to-play games inspired by popular Japanese animations, including Queen’s Blade, So I’m a Spider, So What?, and Goblin Slayer. CTW delivers these games through its globally accessible flagship HTML5 platform, G123.jp. According to a Frost & Sullivan Report, CTW was the largest anime IP-based H5 games platform in the world in 2023 in terms of gross billings. CTW’s primary focus is to provide a comprehensive platform that helps game developers generate revenue from underlying Japanese anime IP by reaching a global player audience. Through its gaming platform, CTW shares revenue generated from players’ in-game purchases worldwide with game developers. Leveraging its well-established relationships with leading Japanese animation IP holders, CTW offers premium IP content and resources, along with ancillary support, such as distribution and marketing services, to game developers. By collaborating with skilled game developers, CTW brings high-quality and animation-themed gaming experiences to gamers worldwide. For more information, visit www.ctw.inc.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. CTW may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about CTW’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: CTW’s growth strategies; its future business development, results of operations and financial condition; its ability to distribute successful and engaging games with high “playability” on its platform; its ability to efficiently attract and retain end-users who come to play and make in-game purchases; its ability to achieve positive return on investment on user acquisition efforts; its ability to establish and maintain relationships with game developers; governmental policies and regulations relating to CTW’s industry; and general economic and business conditions globally and in Japan and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in CTW’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and CTW undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Contacts

 

Investors:

 

Matt Chesler, CFA

FNK IR

646-809-2183

investor@ctw.inc

 

 

EX-99.2 3 ea025227401ex99-2_ctwcayman.htm PRESS RELEASE-CTW CAYMAN ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING

Exhibit 99.2

 

 

CTW Cayman Announces Closing of Initial Public Offering

 

TOKYO, JAPAN, August 7, 2025 – CTW Cayman (“CTW” or “the Company”), a leading game platform company providing global access to web-based games through its flagship HTML5 platform, G123.jp, which showcases a diverse selection of free-to-play games inspired by popular Japanese animations, today announced the closing of its initial public offering (the “Offering”) of 2,400,000 Class A ordinary shares (the “Ordinary Shares”) at a public offering price of $5.00 per share (the “IPO”). The Company received gross proceeds of $12.0 million from the Offering, before deducting underwriting discounts and offering expenses. The Ordinary Shares commenced trading on The Nasdaq Capital Market (“Nasdaq”) on August 6, 2025, under the ticker symbol “CTW”.

 

In addition, the Company has granted the underwriters an option to purchase up to an additional 360,000 Ordinary Shares at the initial public offering price within 45 days from the closing of the Offering, less underwriting discounts, to cover the over-allotment option.

 

The Offering was conducted on a firm commitment basis. Kingswood Capital Partners, LLC, acted as the representative of the underwriters for the offering. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP served as legal counsel to the Company, and Greenberg Traurig, LLP served as legal counsel to the underwriters.

 

A registration statement on Form F-1 (File No.333-287306) relating to the Offering was filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on July 30, 2025. The Offering is being made only by means of a prospectus forming part of the registration statement relating to the Offering. Copies of the final prospectus may be obtained from Kingswood Capital Partners, LLC by standard mail to 126 E 56th Street, Suite 22S New York, NY, or by email at ttian@kingswoodus.com, or by telephone at +1-732-208-4091. In addition, a copy of the prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities 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 jurisdiction.

 


 

About CTW Cayman

 

CTW is a leading game platform company providing global access to web-based, free-to-play games inspired by popular Japanese animations, including Queen’s Blade, So I’m a Spider, So What?, and Goblin Slayer. CTW delivers these games through its globally accessible flagship HTML5 platform, G123.jp. According to a Frost & Sullivan Report, CTW was the largest anime IP-based H5 game platform in the world in 2023 in terms of gross billings. CTW’s primary focus is to provide a comprehensive platform that helps game developers generate revenue from underlying Japanese anime IP by reaching a global player audience. Through its gaming platform, CTW shares revenue generated from players’ in-game purchases worldwide with game developers. Leveraging its well-established relationships with leading Japanese animation IP holders, CTW offers premium IP content and resources, along with ancillary support, such as distribution and marketing services, to game developers. By collaborating with skilled game developers, CTW brings high-quality and animation-themed gaming experiences to gamers worldwide. For more information, visit www.ctw.inc.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. CTW may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about CTW’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: CTW’s growth strategies; its future business development, results of operations and financial condition; its ability to distribute successful and engaging games with high “playability” on its platform; its ability to efficiently attract and retain end-users who come to play and make in-game purchases; its ability to achieve positive return on investment on user acquisition efforts; its ability to establish and maintain relationships with game developers; governmental policies and regulations relating to CTW’s industry; and general economic and business conditions globally and in Japan and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties or factors is included in CTW’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and CTW undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Contacts

 

Investors:

 

Matt Chesler, CFA

FNK IR

646-809-2183

investor@ctw.inc