CTW proposes reverse split of up to 1-for-300

The board could choose the consolidation ratio and effective date within three years after the resolution passes, or decide not to proceed.

Available on EDGAR 11/09/2026 - 04:46 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:46 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CTW will hold its annual general meeting on November 27, 2026, at 10:00 AM Tokyo time. Holders of record at the close of business on October 29, 2026, Cayman Islands time, may attend and vote. The board recommends voting in favor of a proposed resolution authorizing a consolidation of Class A ordinary shares ranging from no consolidation to 1:300. If shareholders pass it, the board may choose the exact ratio and effective date within three years, or decide not to proceed. A separate resolution would waive rights to fractional shares and allow resulting fractions to be cancelled and returned to the authorized but unissued share pool.

Key Figures

Proposed consolidation range: No consolidation to a consolidation of 1:300 Authorization period: 3 years Annual general meeting: November 27, 2026, 10:00 AM +2 more

5 metrics

Proposed consolidation range No consolidation to a consolidation of 1:300 Class A ordinary shares; subject to shareholder approval and board discretion

Authorization period 3 years From the date the resolution is passed

Annual general meeting November 27, 2026, 10:00 AM Tokyo time

Record date October 29, 2026 Close of business, Cayman Islands time

Proxy submission deadline 48 hours before the AGM The completed, signed proxy must be received by this deadline

Key Terms

Reverse Share Split, Record Date, ordinary resolution, authorized but unissued

4 terms

Reverse Share Split technical

"the “Reverse Share Split”"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Record Date regulatory

"as the record date (the “Record Date”)"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

ordinary resolution regulatory

"as an ordinary resolution"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

authorized but unissued technical

"authorized but unissued Class A ordinary shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse share split is CTW asking shareholders to approve?

The proposed resolution would authorize a consolidation of CTW’s Class A ordinary shares ranging from no consolidation to 1:300. If shareholders pass it, the board may choose the exact ratio and effective date within three years, or decide not to proceed.

When is the deadline to submit a CTW proxy?

A completed, signed proxy must be received no later than 48 hours before the AGM. The proxy form provides instructions for submitting it online, by email, fax, or mail.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 November 2026

Commission File Number: 001-42758

____________________

CTW

(Exact Name of Registrant as Specified in Its Charter)

____________________

Sumitomo Shiba Koen Building, 17th Floor

2-8-17 Shiba, Minato-ku

Tokyo 105-0014, 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 ☐

Exhibit Index

Exhibit No.		Description
99.1		Press Release — CTW to Hold Annual General Meeting on November 27, 2026
99.2		Notice of Annual General Meeting
99.3		Form of Proxy

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: November 9, 2026		CTW
		By:		/s/ Patrick Liu
		Name:		Patrick Liu
		Title:		Chief Financial Officer

2

Exhibit 99.1

CTW to Hold Annual General Meeting on November 27, 2026

TOKYO, JAPAN, November 9, 2026 — CTW (Nasdaq: CTW) (“CTW” or the “Company”), a leading game platform company providing global access to web-based games through its flagship platform, G123.jp, today announced that it will hold an annual general meeting of shareholders (the “AGM”) at 10:00 AM on November 27, 2026 (Tokyo time) at Sumitomo Shiba Koen Building, 17th Floor, 2-8-17 Shiba, Minato-ku, Tokyo, 105-0014, Japan, for the purposes of considering and, if thought fit, passing each of the proposed resolutions set forth in the notice of the AGM (the “AGM Notice”). The AGM Notice, which contains details of these proposed resolutions, and the form of proxy cards for the AGM are available on the Company’s investor relations website at http://www.ctw.inc/investors and are also being furnished today on a Form 6-K to the U.S. Securities and Exchange Commission (“SEC”). The Board of Directors of the Company fully supports the proposed resolutions set out in the AGM Notice and recommends that shareholders vote in favor of these resolutions.

Holders of record of the Company’s ordinary shares at the close of business on October 29, 2026 (Cayman Islands time) are entitled to attend and vote at the AGM and any adjournment or postponement thereof.

Shareholders may access the Company’s public filings free of charge at the Company’s investor relations website http://www.ctw.inc/investors, and on the SEC’s website http://www.sec.gov.

About CTW

CTW is a leading game platform company providing global access to web-based, free-to-play games inspired by popular Japanese anime IP, 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 globally-accessible flagship platform, G123.jp, which has accumulated paying users in over 200 countries since its 2018 launch. Founded in Tokyo in 2013, CTW partners with anime and manga IP holders to bring officially licensed titles to players around the world with no downloads or account registration required.

For more information, visit www.ctw.inc or G123.jp.

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

Media Contact:

CTW Press Team

corpcomm@ctw.inc

Investor Relations Contact:

Patrick Federle | Head of Investor Relations
investor@ctw.inc

Exhibit 99.2

CTW

(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: CTW)

____________________

NOTICE OF ANNUAL GENERAL MEETING

to be held on November 27, 2026
(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of CTW (the “Company”) will be held at Sumitomo Shiba Koen Building, 17th Floor, 2-8-17 Shiba, Minato-ku, Tokyo, 105-0014, Japan on November 27, 2026 at 10:00 AM (Tokyo time), and at any adjourned or postponed meeting thereof, for the following purposes:

To consider and, if thought fit, pass the following resolutions:

IT IS RESOLVED, as an ordinary resolution:

THAT the Company be and is hereby authorized to effect a consolidation of the Company’s issued and outstanding and authorized but unissued Class A ordinary shares of par value US$0.0001 each on a basis ranging from no consolidation to a consolidation of 1:300 (the “Reverse Share Split”) at any time within three (3) years from the date on which this resolution is passed, with the board of directors of the Company being authorized, in its sole and absolute discretion, to determine the exact ratio of the Reverse Share Split and the date and time at which the Reverse Share Split shall become effective, and to take all such actions and do all such things as it may consider necessary or desirable to give effect to, or to determine not to proceed with, the Reverse Share Split.

IT IS RESOLVED, as an ordinary resolution:

THAT the shareholders hereby waive their rights to any fraction of a share resulting from the Reverse Share Split, and authorize such fractions to be cancelled and returned to the pool of authorized but unissued shares in the capital of the Company.

IT IS FURTHER RESOLVED, as an ordinary resolution:

THAT (i) the Company give, make, sign, execute and deliver all such agreements, letters, notices, certificates, acknowledgements, instructions and other documents (whether of a like nature or not) in relation to the matters contemplated in the foregoing resolutions as may be considered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in the foregoing resolutions, and (ii) any one director or officer or the registered office provider of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such director or officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.

In addition, the AGM will transact any other business properly brought before it.

The board of directors of the Company has fixed the close of business on October 29, 2026 (Cayman Islands time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to vote at, the AGM or any adjourned or postponed meeting thereof.

Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the AGM and any adjourned or postponed meeting thereof.

1

Shareholders may access the Company’s public filings free of charge at the Company’s investor relations website ctw.inc/investors, and on the SEC’s website http://www.sec.gov.

By Order of the Board of Directors,

CTW

/s/ Patrick Liu

Patrick Liu

Chief Financial Officer

Tokyo, Japan

November 9, 2026

2

Exhibit 99.3

CTW

(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: CTW)

____________________

FORM OF PROXY FOR ANNUAL GENERAL MEETING

to be held on November 27, 2026
(or any adjourned or postponed meeting thereof)

Introduction

This Form of Proxy is furnished in connection with the Annual General Meeting of the Company (the “AGM”) to be held at Sumitomo Shiba Koen Building, 17th Floor, 2-8-17 Shiba, Minato-ku, Tokyo, 105-0014, Japan, on November 27, 2026 at 10:00 AM (Tokyo time), and at any adjourned or postponed meeting thereof. Holders of record of our ordinary shares at the close of business on October 29, 2026 (Cayman Islands time) (the “Record Date”) are entitled to attend the AGM and any adjournment or postponement thereof in person.

To be valid, this Form of Proxy must be completed, signed, and returned in the manner directed herein by the undersigned shareholder as soon as possible so that it is received no later than 48 hours before the time of the AGM.

TO VOTE ONLINE: www.Transhare.com. Click on Vote Your Proxy. Enter Your Control Number.

TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com

TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616

TO VOTE BY MAIL: Please sign, date and mail to:

Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764

CTW

(Incorporated in the Cayman Islands with limited liability)
(Nasdaq Ticker: CTW)

____________________

FORM OF PROXY FOR ANNUAL GENERAL MEETING

to be held on November 27, 2026
(or any adjourned or postponed meeting thereof)

I/We, _____________________, of __________________________________________, the undersigned, being the registered holder of _____________ Class A ordinary shares, par value US$0.0001 per share and _____________ Class B ordinary shares, par value US$0.0001 per share of CTW (the “Company”), hereby appoint the Chairman of the Annual General Meeting as my/our proxy to attend and act for me/us at the Annual General Meeting of the Company to be held at Sumitomo Shiba Koen Building, 17th Floor, 2-8-17 Shiba, Minato-ku, Tokyo, 105-0014, Japan (or at any adjourned or postponed meeting thereof), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

		PROPOSALS		FOR (Note)		AGAINST (Note)		ABSTAIN (Note)
1.		As a ordinary resolution: THAT the Company be and is hereby authorized to effect a consolidation of the Company’s issued and outstanding and authorized but unissued Class A ordinary shares of par value US$0.0001 each on a basis ranging from no consolidation to a consolidation of 1:300 (the “Reverse Share Split”) at any time within three (3) years from the date on which this resolution is passed, with the board of directors of the Company being authorized, in its sole and absolute discretion, to determine the exact ratio of the Reverse Share Split and the date and time at which the Reverse Share Split shall become effective, and to take all such actions and do all such things as it may consider necessary or desirable to give effect to, or to determine not to proceed with, the Reverse Share Split.		☐		☐		☐
2.		As an ordinary resolution: THAT the shareholders hereby waive their rights to any fraction of a share resulting from the Reverse Share Split, and authorize such fractions to be cancelled and returned to the pool of authorized but unissued shares in the capital of the Company.		☐		☐		☐
3.		As an ordinary resolution: THAT (i) the Company give, make, sign, execute and deliver all such agreements, letters, notices, certificates, acknowledgements, instructions and other documents (whether of a like nature or not) in relation to the matters contemplated in the foregoing resolutions as may be considered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in the foregoing resolutions, and (ii) any one director or officer or the registered office provider of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such director or officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.		☐		☐		☐

Dated ____________________, 202_

Signature(s) ____________________

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 PRESS RELEASE - CTW TO HOLD ANNUAL GENERAL MEETING ON NOVEMBER 27, 2026 14.3 KB
• EX-99.2 NOTICE OF ANNUAL GENERAL MEETING 22.1 KB
• EX-99.3 FORM OF PROXY 39.4 KB