CTW

CTW Cayman ARK Hills Sengokuyama Mori Tower Roppongi ARK Hills Sengokuyama Mori Tower Roppongi

http://fasb.org/us-gaap/2026#UsefulLifeTermOfLeaseMember http://fasb.org/srt/2026#ChiefExecutiveOfficerMember

CTW (Exact name of Registrant as specified in its charter)

N/A (Translation of Registrant's name into English) Cayman Islands (Jurisdiction of incorporation or organization) 29F, 1 Chome-9-10 , ARK Hills Sengokuyama Mori Tower Roppongi, Minato City , Tokyo 106-0032 , Japan (Address of principal executive offices) Ryuichi Sasaki Chief Executive Officer Tel: +050 - 1748-6333 E-mail: ceo@ctw.inc 29F, 1 Chome-9-10 , ARK Hills Sengokuyama Mori Tower Roppongi, Minato City , Tokyo 106-0032 , Japan (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act.

Class A ordinary shares, par value US$0.0001 per share CTW The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. As of July 31, 2026, there were 64,616,000 ordinary shares issued, comprised of (i) 52,616,000 Class A ordinary shares, par value $0.0001 per share; and (ii) 12,000,000 Class B ordinary shares, par value $0.0001 per share. Of the issued shares, 62,529,048 are outstanding, including 50,529,048 Class A ordinary shares and 12,000,000 Class B ordinary shares. Shares issued include 2,086,952 Class A ordinary shares held by Futu Trustee Limited in the Company's share incentive reserve that had not been delivered to award holders as of July 31, 2026. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒ U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 56

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 77

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 86

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 111

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 113

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 114

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 114

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 117

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 118

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 118

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 118

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 118

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 119