CTW Cayman (CTW) Registration Filing summary

Management team and governance

• Principal executive offices located in Tokyo, Japan, with Ryuichi Sasaki as Founder, CEO, and Chairman.

• Patrick Liu serves as Chief Financial Officer.

• Lock-up agreements executed by key management and significant shareholders, including Ryuichi Sasaki, Akihiro Ishiwata, Patrick Liu, and others.

Offering details and pricing

• Class A ordinary shares to be offered, with an over-allotment option for up to 15% additional shares.

• Shares to be listed on the NASDAQ Capital Market, with efforts to maintain listing for at least three years post-offering.

• Underwriting discount set at 7% of gross proceeds, plus a 1% non-accountable expense allowance.

• Lock-up period of 180 days for company, management, and major shareholders.

Underwriters and syndicate

• Kingswood Capital Partners, LLC acts as lead underwriter and representative.

• TFI Securities and Futures Limited also participates in the syndicate.

• Kingswood granted right of first refusal for future offerings within 12 months of closing.