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 September 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 ☐
Change in Company’s Certifying Accountants
CTW Cayman (the “Company”)
announced the appointment of Golden Ocean FAC PAC (“Golden Ocean”) as its new independent registered public accounting
firm to audit the Company’s consolidated financial statements, effective September 5, 2025. The appointment was made after a careful
and thorough evaluation process and has been recommended and approved by the audit committee of the Company’s Board of Directors,
and subsequently approved by the Company’s Board of Directors.
Golden Ocean succeeds YCM CPA INC. (“YCM”),
the Company’s previous independent registered public accounting firm. On September 5, 2025, YCM was dismissed as the independent
registered public accounting firm for the Company. The audit reports of YCM on the consolidated financial statements of the Company as
of July 31, 2024 and 2023 and for each of the two years then ended, did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s most recent fiscal
year ended July 31, 2024 and through September 5, 2025, the date of dismissal, (a) there were no disagreements with YCM on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of YCM, would have caused it to make reference thereto in its reports on the financial statements for such years and
(b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
During the two most recent fiscal years ended
July 31, 2024 and 2023 and any subsequent interim periods through the date hereof prior to the engagement of Golden Ocean, neither the
Company, nor someone on its behalf, has consulted Golden Ocean regarding: (i) either: the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public
accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation
S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.
On September 5, 2025, the Company provided YCM
with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange
Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 99.1 to this Report of Foreign
Private Issuer on Form 6-K.
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Letter to SEC from YCM CPA INC. dated September 5, 2025 |
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: September 11, 2025 |
CTW Cayman |
| |
|
|
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By: |
/s/ Patrick Liu |
| |
Name: |
Patrick Liu |
| |
Title: |
Chief Financial Officer |
