Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CTW Cayman (Name of Issuer) |
Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) |
G2589A105 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G2589A105 |
| 1 | Names of Reporting Persons
Ryuichi Sasaki | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
96.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row (5), (7) and (9): Represents (i) 48,000,000 Class A ordinary shares held by CTW (BVI) LTD and (ii) 12,000,000 Class B ordinary shares held by CTW (BVI) LTD, which are convertible into 12,000,000 shares of Class A ordinary shares at any time. CTW (BVI) LTD is a limited liability company incorporated in British Virgin Islands, in which Mr. Ryuichi Sasaki owns 100% of the equity interests. Note to Row (11): The percentage is calculated based on (i) 50,400,000 Class A ordinary shares issued and outstanding as of November 17, 2025, as reported by the Issuer's Form 20-F filed with the Securities and Exchange Commission on November 17, 2025, and (ii) assuming 12,000,000 Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares. Each holder of Class A ordinary share is entitled to one vote per share and each holder of Class B ordinary share is entitled to ten votes per share, on all matters requiring the votes of shareholders. The voting power of the shares beneficially owned represented 98.59% of the total outstanding voting power, calculated based on (i) 50,400,000 Class A ordinary shares issued and outstanding as of November 17, 2025, and (ii) 12,000,000 Class B ordinary shares issued and outstanding as of November 17, 2025, each as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
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| CUSIP No. | G2589A105 |
| 1 | Names of Reporting Persons
CTW (BVI) LTD | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
60,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
96.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Row (5), (7) and (9): Represents (i) 48,000,000 Class A ordinary shares held by CTW (BVI) LTD and (ii) 12,000,000 Class B ordinary shares held by CTW (BVI) LTD, which are convertible into 12,000,000 shares of Class A ordinary shares at any time. CTW (BVI) LTD is a limited liability company incorporated in British Virgin Islands, in which Mr. Ryuichi Sasaki owns 100% of the equity interests. Note to Row (11): The percentage is calculated based on (i) 50,400,000 Class A ordinary shares issued and outstanding as of November 17, 2025, as reported by the Issuer's Form 20-F filed with the Securities and Exchange Commission on November 17, 2025, and (ii) assuming 12,000,000 Class B ordinary shares held by such reporting person are converted into the same number of Class A ordinary shares. Each holder of Class A ordinary share is entitled to one vote per share and each holder of Class B ordinary share is entitled to ten votes per share, on all matters requiring the votes of shareholders. The voting power of the shares beneficially owned represented 98.59% of the total outstanding voting power, calculated based on (i) 50,400,000 Class A ordinary shares issued and outstanding as of November 17, 2025, and (ii) 12,000,000 Class B ordinary shares issued and outstanding as of November 17, 2025, each as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission on November 17, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CTW Cayman | |
| (b) | Address of issuer's principal executive offices:
29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower, Roppongi, Minato City, Tokyo 106-0032, Japan | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Ryuichi Sasaki; and (ii) CTW (BVI) LTD (each a "Reporting Person", collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The addresses of the Reporting Persons are: For Ryuichi Sasaki: 29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower, Roppongi, Minato City, Tokyo 106-0032, Japan For CTW (BVI) LTD: Aegis Chambers, 1st Floor, Ellen Skelton Building, 3076 Sir Francis Drake's Highway, Road Town, Tortola, VG1110, British Virgin Islands | |
| (c) | Citizenship:
Ryuichi Sasaki - China CTW (BVI) LTD - British Virgin Islands | |
| (d) | Title of class of securities:
Class A ordinary shares, par value US$0.0001 per share | |
| (e) | CUSIP No.:
G2589A105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement by and among the Reporting Persons dated December 8, 2025 |