SCHEDULE 13G: Major Shareholder Discloses 96.15% Stake in CTW Cayman

Ryuichi Sasaki and CTW (BVI) LTD report beneficial ownership of 60 million Class A ordinary shares, representing 96.15% of CTW Cayman.

Summary

• Ryuichi Sasaki and CTW (BVI) LTD (collectively, "Reporting Persons") have filed a Schedule 13G, disclosing their beneficial ownership in CTW Cayman.
• The Reporting Persons beneficially own an aggregate of 60,000,000 Class A ordinary shares of CTW Cayman.
• This ownership represents 96.15% of the Class A ordinary shares outstanding, calculated based on 50,400,000 Class A shares issued and outstanding as of November 17, 2025, and assuming the conversion of Class B shares.
• The 60,000,000 shares comprise 48,000,000 Class A ordinary shares and 12,000,000 Class B ordinary shares, which are convertible into Class A ordinary shares at any time.
• Ryuichi Sasaki owns 100% of the equity interests in CTW (BVI) LTD.
• The total voting power represented by these beneficially owned shares is 98.59% of the total outstanding voting power, considering Class B ordinary shares are entitled to ten votes per share compared to one vote per Class A ordinary share.

Sentiment

Score: 5

Explanation: Neutral. This is a factual ownership disclosure. While high insider ownership can be seen positively for commitment, it also raises concerns about liquidity and minority shareholder influence due to the concentrated control and dual-class structure.

Positives

• High level of beneficial ownership by a single individual/entity (Ryuichi Sasaki and CTW (BVI) LTD), indicating strong insider commitment to CTW Cayman.
• Significant voting control (98.59%) by the reporting persons suggests stable leadership and a clear direction for the company.

Negatives

• Extremely high concentration of ownership (96.15% of Class A shares and 98.59% of total voting power) could severely limit the public float and liquidity for other investors.
• The dual-class share structure, where Class B shares held by the reporting persons carry ten votes per share, further concentrates voting power and potentially disenfranchises Class A shareholders.

Risks

• Concentrated ownership by Ryuichi Sasaki and CTW (BVI) LTD could lead to corporate decisions that primarily benefit the controlling shareholder rather than minority shareholders.
• Limited public float due to the high insider ownership may result in low trading volume, making it difficult for investors to buy or sell shares without significantly impacting the price.
• The dual-class share structure gives disproportionate voting power to Class B shareholders, potentially hindering corporate governance best practices and reducing accountability to minority investors.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: Minority shareholders may experience limited influence over corporate decisions due to the highly concentrated ownership and the dual-class voting structure. The limited public float could also affect share liquidity.
• Management: The controlling shareholder, Ryuichi Sasaki, through CTW (BVI) LTD, holds significant power over the company's strategic direction and management appointments.

Key Dates

Recommendation

The filing is a routine disclosure of a significant, pre-existing beneficial ownership stake by Ryuichi Sasaki and CTW (BVI) LTD. While the high concentration of ownership (96.15% of Class A shares and 98.59% of total voting power) indicates strong insider commitment, it also implies very limited public float and potential for low liquidity. The dual-class share structure further entrenches control. This filing does not present new information that would fundamentally alter the investment thesis for existing shareholders, hence a 'hold' recommendation. New investors should be aware of the limited liquidity and control implications before considering an investment.

Keywords

CTW Cayman, Ryuichi Sasaki, CTW (BVI) LTD, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Class B Ordinary Shares, Shareholder Disclosure, Corporate Governance, Voting Power, SEC Filing