CTW (Nasdaq: CTW) holders back name change and new charter at AGM

Rhea-AI Filing Summary

CTW reported that shareholders approved all resolutions at the annual general meeting held in Tokyo on May 7, 2026. The company’s corporate name was formally changed to “CTW,” and a second amended and restated memorandum and articles of association was adopted to replace the prior version in full.

The Class A ordinary shares are expected to begin trading under the new corporate name “CTW” on the Nasdaq Capital Market on May 13, 2026, while the ticker symbol CTW and CUSIP number remain the same. The company states that no action is required from shareholders and the name change is not expected to affect its business operations or financial condition.

Key Figures

AGM date: May 7, 2026 Effective trading date under new name: May 13, 2026 Exhibit 3.1 effective date: May 7, 2026 +1 more

4 metrics

AGM date May 7, 2026 Date CTW held its annual general meeting in Tokyo

Effective trading date under new name May 13, 2026 Date shares expected to begin trading as CTW on Nasdaq

Exhibit 3.1 effective date May 7, 2026 Second amended and restated memorandum and articles effectiveness

Commission file number 001-42758 CTW’s SEC registration file reference in the Form 6-K

Key Terms

second amended and restated memorandum and articles of association, forward-looking statements, safe harbor provisions, Nasdaq Capital Market, +1 more

5 terms

second amended and restated memorandum and articles of association regulatory

"by deleting in their entirety and replacing with the Company’s second amended and restated memorandum and articles of association"

forward-looking statements regulatory

"This report contains statements that may constitute “forward-looking” statements pursuant to the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

safe harbor provisions regulatory

"pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

Nasdaq Capital Market financial

"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"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Class A ordinary shares financial

"The Company’s Class A ordinary shares are expected to begin trading under the new corporate name"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Form 6-K: How Foreign Companies Report to the SEC →

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.

1

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

2

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

3

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

FAQ

What did CTW (CTW) shareholders approve at the 2026 Annual General Meeting?

Shareholders approved changing the corporate name to “CTW” and adopting a second amended and restated memorandum and articles of association, fully replacing the prior version. They also authorized related implementation actions, aligning the company’s legal structure and branding with its long-term strategic vision.

When will CTW (CTW) shares start trading under the new corporate name?

CTW’s Class A ordinary shares are expected to begin trading under the new corporate name “CTW” on the Nasdaq Capital Market on May 13, 2026 (U.S. Eastern Time). This change affects only the displayed corporate name, not the ticker symbol or CUSIP.

Will CTW’s (CTW) ticker symbol or CUSIP change with the name change?

No. CTW’s ticker symbol will remain “CTW” and its CUSIP number will stay the same after the corporate name change. Only the corporate name displayed for the company and its shares will be updated on the Nasdaq Capital Market.

Does the CTW (CTW) corporate name change require any action from shareholders?

No action is required from shareholders in connection with the corporate name change. The company states that the name change is not expected to impact its business operations or financial condition, so existing holdings remain valid without any administrative steps.

How does CTW (CTW) describe its business following the AGM approvals?

CTW describes itself as a leading global game platform company providing instant access to free-to-play, web-based games inspired by Japanese animation. These games are delivered through its flagship HTML5 platform, G123.jp, which offers a range of anime-inspired titles to worldwide users.

What forward-looking statement warnings does CTW (CTW) include in this update?

CTW notes that statements about future plans, strategies, growth, and business development are forward-looking and subject to risks and uncertainties. It highlights factors such as user acquisition, game success, developer relationships, and regulatory conditions, and directs investors to its SEC filings for detailed risk discussions.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE - CTW SHAREHOLDERS APPROVE CORPORATE NAME CHANGE AT 2026 ANNUAL GE 10.5 KB

Other Documents

• EX-3.1 SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, EFFECTIVE MA 254.3 KB