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 May 2026
Commission File Number: 001-42758
CTW
(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 ☐
Resolutions Adopted at Annual General Meeting
On May 7, 2026, CTW (formerly known as CTW Cayman, the “Company”)
held an annual general meeting of shareholders (the “AGM”) in Tokyo, Japan. At the AGM, shareholders of the Company passed
the resolutions to (i) change the Company’s corporate name, (ii) amend and restate the Company’s amended and restated memorandum
and articles of association by deleting in their entirety and replacing with the Company’s second amended and restated memorandum
and articles of association, as attached to the notice of the AGM, and (iii) authorize related actions to implement the above resolutions.
The second amended and restated memorandum and articles of association
is attached as Exhibit 3.1 hereto.
Corporate Name Change
The change of the Company's corporate name became effective upon shareholder
approval at the AGM on May 7, 2026. Effectively on or around May 13, 2026 (U.S. Eastern Time), the Company’s Class A ordinary shares
will begin trading under the new corporate name “CTW” on the Nasdaq Capital Market. The Company’s ticker symbol CTW
and CUSIP number will remain unchanged.
The Company issued a press release relating to the foregoing, which
is furnished as Exhibit 99.1 hereto.
Safe Harbor Statements
This report contains statements that may constitute “forward-looking”
statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, statements regarding the expected use of proceeds, the Company’s ability to satisfy conditions
to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,”
“plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,”
and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and
assumptions that are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking
statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except
as required by law.
Exhibit Index
| Exhibit No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Memorandum and Articles of Association, effective May 7, 2026 |
| 99.1 |
|
Press Release – CTW Shareholders Approve Corporate Name Change at 2026 Annual General Meeting |
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: May 12, 2026 |
CTW |
| |
|
|
| |
By: |
/s/ Patrick Liu |
| |
Name: |
Patrick Liu |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
CTW Shareholders Approve Corporate Name Change
at 2026 Annual General Meeting
TOKYO, JAPAN, May 12, 2026 -- CTW (Nasdaq:
CTW) (the “Company”, formerly CTW Cayman), a leading game platform company providing global access to web-based games through
its flagship HTML5 platform, G123.jp, today announced that shareholders approved all proposals at the Company’s Annual General Meeting
held in Tokyo, Japan on May 7, 2026.
Approved resolutions included:
| ● | Changing the Company’s corporate name to CTW; |
| ● | Adopting the Company’s Second Amended and Restated Memorandum and Articles of Association; and |
| ● | Authorizing related actions to implement the above proposals. |
“Today’s approvals represent an important
milestone in the company’s evolution as we continue building a global platform for anime-inspired web gaming,” said Ryuichi Sasaki,
Founder, CEO, and Chairman of CTW. “Our simplified corporate name reflects our long-term vision. ‘CTW’ stands for ‘Change the World’,
a philosophy that has guided us since our inception. I started this company from scratch with nothing but the hope that CTW will leave
a profound, positive impact on humanity. This name both represents and reaffirms that same ambition, as we continue to create experiences
that foster and facilitate connections between people, communities, and the stories that bring them all together.”
The Company’s Class A ordinary shares are
expected to begin trading under the new corporate name “CTW” upon the commencement of trading on the Nasdaq Capital Market
on May 13, 2026 (U.S. Eastern Time). The Company’s ticker symbol CTW and CUSIP number will remain unchanged.
No action is required from shareholders with the
name change, and the name change is not expected to impact the Company’s business operations or financial condition.
About CTW
CTW is a leading global game platform company providing instant access
to free-to-play, web-based games inspired by popular Japanese animation, including So I’m a Spider, So What? Ruler of the Labyrinth,
Arifureta: From Commonplace to World’s Strongest – Rebellion Soul, and Queen’s Blade Limit Break. CTW
delivers these games through its flagship HTML5 platform, G123.jp. For more information, visit ctw.inc.
Forward Looking 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 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
Media:
Edwina Frawley-Gangahar
EFG Media Relations
+44 7580 174672
edwina@efgmediarelations.com
