SecProbe.io

CORRESP
 1
 filename1.htm

 Kingswood Capital Partners, LLC

 Tower 56
126 E, 56 th Street, Suite 22S
New York, NY 10022

 VIA EDGAR

 July 28, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Attention: Mariam Mansaray

 Larry Spirgel

 Re:

 CTW Cayman (CIK No. 0002047148)
 Registration Statement on Form F-1, as amended
 (File No. 333-287306)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the "Act"), the undersigned hereby joins CTW Cayman (the "Company") in connection with its
request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:00 p.m., Eastern Time, on July
30, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advise that the underwriters have complied
and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature page follows ]

 Very truly yours,

 Kingswood Capital Partners, LLC

 By:
 /s/ Tony Tian

 Name:
 Tony Tian

 Title:
 Senior Managing Director

CORRESP
 1
 filename1.htm

 July 28, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Melissa Kindelan
 Kathleen Collins

 Mariam Mansaray

 Larry Spirgel

 Re:
 CTW Cayman (CIK: 0002047148)

 Registration Statement on Form F-1, as amended (Registration No.
 333-287306)
 Registration Statement on Form 8-A (Registration No. 001-42758)

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General
Rules and Regulations of the United States Securities and Exchange Commission (the " Commission ") promulgated under
the Securities Act of 1933, as amended, CTW Cayman (the " Company ") hereby respectfully requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, File No. 333-287306, be accelerated by the Commission so that it will become
effective at 4:00 p.m., Eastern Time, on July 30, 2025, or as soon thereafter as practicable, unless the Company notifies you otherwise
prior to such time.

 The Company also requests
that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the Class A
ordinary shares of the Company, be declared effective concurrently with the Form F-1 Registration Statement (the Form F-1 Registration
Statement, together with the Registration Statement on Form 8-A, the " Registration Statements ").

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made
by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP.

 The Company understands that
the representative of the underwriters of the offering has joined in this request in a separate letter filed with the Securities and Exchange
Commission today.

 Please contact Richard J.
Chang of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP at +8610 5680 3969 or rchang@gunder.com with any questions
you may have. In addition, please notify Mr. Chang when this request for acceleration has been granted.

 [ Signature page follows ]

 Yours sincerely,

 CTW Cayman

 By:
 /s/ Ryuichi Sasaki

 Name:
 Ryuichi Sasaki

 Title:
 Chief Executive Officer

 cc:
 Richard J. Chang

 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 [ Signature Page to Issuer Acceleration Request ]

CORRESP
 1
 filename1.htm

 July 3, 2025

 Confidential

 Melissa Kindelan

 Kathleen Collins

 Mariam Mansaray

 Larry Spirgel

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CTW Cayman

 Responses to the Staff's Comments on Amendment No. 2 to Registration
 Statement on Form F-1 Filed on June 26, 2025
 File No. 377-07710

 Ladies and Gentlemen:

 On behalf of CTW Cayman (the
" Company "), a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses
to the comments contained in the Staff's letter dated July 1, 2025 on the Company's registration statement on Form F-1 filed
on June 26, 2025 (the " Amendment No. 2 to Registration Statement "). Concurrently with the submission of this letter,
we are filing herewith the Company's Amendment No. 3 to Registration Statement on Form F-1 (the " Amendment No. 3 to Registration
Statement ") via EDGAR to the Commission.

 In this letter, we have responded
to all of the Staff's comments by revising the Amendment No. 2 to Registration Statement to address the comments. The Staff's
comments are repeated below in bold, followed by the Company's response to such comments. We have included page numbers to refer
to the location in the Amendment No. 3 to Registration Statement where the language addressing a particular comment appears.

 * * * *

 1

 Amendment No. 2 to Registration Statement on Form F-1

 Prospectus Summary

 Conventions that Apply to this Prospectus, page 13

 1.
 We note your response to prior comment 1. Please revise your definition of ROAS to include a discussion of the expenses that are excluded from the definition of advertising expense per the company's policies as indicated in your response. In addition, revise your discussion of Key Operating Metrics on page 60 to disclose that the cohort of created users in any particular year may not be representative of cohorts in other years, and such metric is not necessarily indicative of your past or future performance as you state in your revised disclosures on page 26.

 Response:

 In response to the Staff's comment,
the Company has revised disclosures on pages 14, 60 and 61 of the Amendment No. 3 to Registration Statement to reflect the revised
definition of ROAS and discussion of key operating metrics.

 * * * *

 2

 If you have any questions
regarding this submission, please contact Mr. Richard J. Chang at +8610 5680 3969 or rchang@gunder.com.

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Richard J. Chang

 Richard J. Chang

 cc:
 Mr. Patrick Liu (pliu@ctw.inc), Chief Financial Officer

 CTW Cayman

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 1, 2025

Ryuichi Sasaki
Chief Executive Officer
CTW Cayman
29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower
Roppongi, Minato City, Tokyo 106-0032, Japan

 Re: CTW Cayman
 Amendment No. 2 to Registration Statement on Form F-1
 Filed June 26, 2025
 File No. 377-07710
Dear Ryuichi Sasaki:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 24,
2025 letter.

Amendment No. 2 to Registration Statement on Form F-1
Prospectus Summary
Conventions that Apply to this Prospectus, page 13

1. We note your response to prior comment 1. Please revise your definition
of ROAS to
 include a discussion of the expenses that are excluded from the
definition of
 advertising expense per the company's policies as indicated in your
response. In
 addition, revise your discussion of Key Operating Metrics on page 60 to
disclose that
 the cohort of created users in any particular year may not be
representative of cohorts
 in other years, and such metric is not necessarily indicative of your
past or future
 performance as you state in your revised disclosures on page 26.
 July 1, 2025
Page 2

 Please contact Kathleen Collins at 202-551-3499 and Melissa Kindelan at
202-551-
3564 if you have questions regarding comments on the financial statements and
related
matters. Please contact Mariam Mansaray at 202-551-6356 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Richard J. Chang, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 26, 2025

 Confidential

 Melissa Kindelan

 Kathleen Collins

 Mariam Mansaray

 Larry Spirgel

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CTW Cayman

 Responses to the Staff's Comments on Amendment No. 1 to Registration
 Statement on Form F-1 Filed on June 12, 2025
 File No. 377-07710

 Ladies and Gentlemen:

 On behalf of CTW Cayman (the
" Company "), a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses
to the comments contained in the Staff's letter dated June 24, 2025 on the Company's registration statement on Form F-1 filed
on June 12, 2025 (the " Amendment No. 1 to Registration Statement "). Concurrently with the submission of this letter,
we are filing herewith the Company's Amendment No. 2 to Registration Statement on Form F-1 (the " Amendment No. 2 to Registration
Statement ") via EDGAR to the Commission.

 In this letter, we have responded
to all of the Staff's comments by revising the Amendment No. 1 to Registration Statement to address the comments, by providing an
explanation if the Company has not so revised the Amendment No. 1 to Registration Statement, or by providing supplemental information
as requested. The Staff's comments are repeated below in bold, followed by the Company's response to such comments. We have
included page numbers to refer to the location in the Amendment No. 2 to Registration Statement where the language addressing a particular
comment appears.

 * * * *

 Amendment No. 1 to Registration Statement on Form F-1

 Management's Discussion and Analysis of Financial Condition and
Results of Operations

 Key Operating Metrics, page 60

 1.
 Please address the following as it related to your revised disclosure on page 14 and response to prior comment 3.

 ● Tell us, and revise to disclose, how you determine which advertising costs are specifically related
to user acquisition and the type of costs (i.e. advertising, compensation, travel, etc.) included in your calculation.

 ● Explain why you believe certain marketing costs, such as general brand marketing or promotional events,
are not relevant to attracting created users.

 ● In your response, provide us with the number of created users and advertising expense used in your
ROAS calculations for each period presented.

 ● Revise to disclose what costs are excluded from total sales and marketing expense in calculating this
measure and why.

 ● If true, revise to disclose that the cohort of created users in a particular year may not be representative of every year, and
that this measure is not indicative of past or future performance.

 Response:

 In response to the Staff's comment, the
Company has revised its methodology for calculating ROAS (Return on Advertising Spend) to include all advertising expenses incurred during
the applicable periods, without making exclusions for certain types of promotional or brand-related campaigns. This change was made to
improve consistency and comparability across reporting periods and to provide a more comprehensive view of the Company's total advertising
investment.

 Accordingly, the Company has updated the ROAS
figures as follows:

 ●
 FY2024 ROAS (updated): 99.3%

 ●
 FY2025 H1 ROAS (updated): 105.8%

 ●
 FY2024 H1 ROAS (updated): 96.6%

 ●
 FY2023 ROAS (updated): 130.3%

 The updated ROAS figures are based on the number
of created users and total advertising expenses for each period, as detailed below:

 ● FY2025 H1 :

 Created users: 16,565,252

 Advertising expenses: $24,651,703

 In-game purchases generated by created user:
$26,071,097

 ROAS = (In-game purchases generated by created
user / created user) / (advertising expenses / created user) = In-game purchases generated by created user / advertising expenses = $26,071,097
/ $24,651,703 = 105.8%

 ● FY2024 H1 :

 Created users: 8,818,514

 Advertising expenses: $16,143,247

 In-game purchases generated by created user:
$15,602,278

 ROAS = (In-game purchases generated by created
user / created user) / (advertising expenses / created user) = In-game purchases generated by created user / advertising expenses = $15,602,278
/ $16,143,247 = 96.6%

 2

 ● FY2024 :
Created users: 19,942,036

 Advertising expenses: $37,309,197

 In-game purchases generated by created
user: $37,066,685

 ROAS = (In-game purchases generated
by created user / created user) / (advertising expenses / created user) = In-game purchases generated by created user / advertising expenses
= $37,066,685 / $37,309,197 = 99.3%

 ● FY2023 :
Created users: 21,381,375

 Advertising expenses: $31,080,465

 In-game purchases generated by created
user: $40,486,035

 ROAS = (In-game purchases generated by created
user / created user) / (advertising expenses / created user) = In-game purchases generated by created user / advertising expenses = $40,486,035
/ $31,080,465 = 130.3%

 Under the revised approach, the Company includes
all expenses recorded under advertising expenses in its financial statements. These consist primarily of paid media costs for online channels
and ad placements, which are directly attributable to digital marketing efforts aimed at acquiring new users.

 The Company excludes from the ROAS calculation
the costs not classified as advertising expenses, including (i) compensation for marketing personnel, (ii) travel expenses, event-related
costs, and (iii) general overhead. These items are excluded as they are not considered advertising expenses under the Company's
accounting policies and are separately reported within the broader sales and marketing expenses line item in its financial statements.

 Historically, the Company excluded general brand
marketing and promotional events related advertising costs from ROAS calculations because they were not directly linked to attributable
user acquisition campaigns. However, under the revised methodology, all advertising spends, regardless of the type of campaign, is included
to eliminate subjectivity and improve transparency. The Company believes that this revision results in a more conservative and comprehensive
measure of advertising efficiency.

 Finally, the Company acknowledges that cohorts
of created users in any given period may not be representative of other periods, due to differences in game mix, marketing channels, and
user behavior. As such, ROAS should not be viewed as indicative of past or future performance. The Company has revised disclosure on page
26 of the Amendment No. 2 to Registration Statement to reflect this consideration.

 In response to the Staff's comment,
the Company has also revised disclosure on pages 5, 14, 60, 61, 87 and 99 of the Amendment
No. 2 to Registration Statement to reflect the revised calculation methodology and related information.

 * * * *

 3

 If you have any questions
regarding this submission, please contact Mr. Richard J. Chang at +8610 5680 3969 or rchang@gunder.com.

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Richard J. Chang

 Richard J. Chang

 cc:
 Mr. Patrick Liu (pliu@ctw.inc), Chief Financial Officer

 CTW Cayman

 Ms. Ying Liu, Partner

 YCM CPA INC.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

Ryuichi Sasaki
Chief Executive Officer
CTW Cayman
29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower
Roppongi, Minato City, Tokyo 106-0032, Japan

 Re: CTW Cayman
 Amendment No. 1 to Registration Statement on Form F-1
 Filed June 12, 2025
 File No. 377-07710
Dear Ryuichi Sasaki:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 27, 2025
letter.

Amendment No. 1 to Registration Statement on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating Metrics, page 60

1. Please address the following as it related to your revised disclosure on
page 14 and
 response to prior comment 3.
 Tell us, and revise to disclose, how you determine which advertising
costs are
 specifically related to user acquisition and the type of costs (i.e.
advertising,
 compensation, travel, etc.) included in your calculation.
 Explain why you believe certain marketing costs, such as general
brand marketing
 or promotional events, are not relevant to attracting created users.
 In your response, provide us with the number of created users and
advertising
 expense used in your ROAS calculations for each period presented.
 June 24, 2025
Page 2

 Revise to disclose what costs are excluded from total sales and
marketing expense
 in calculating this measure and why.
 If true, revise to disclose that the cohort of created users in a
particular year may
 not be representative of every year, and that this measure is not
indicative of past
 or future performance.

 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 if you have questions regarding comments on the financial statements and
related
matters. Please contact Mariam Mansaray at 202-551-6356 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Richard J. Chang, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June 12, 2025

 Confidential

 Melissa Kindelan

 Kathleen Collins

 Mariam Mansaray

 Larry Spirgel

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CTW Cayman (CIK: 0002047148)

 Responses to the Staff's Comments on the Registration Statement on Form F-1 Filed on May 15, 2025

 Ladies and Gentlemen:

 On behalf of CTW Cayman (the
" Company "), a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses
to the comments contained in the Staff's letter dated May 27, 2025 on the Company's registration statement on Form F-1 filed
on May 15, 2025 (the " Registration Statement "). Concurrently with the submission of this letter, we are filing herewith
the Company's Amendment No. 1 to Registration Statement on Form F-1 (the " Amendment No. 1 to Registration Statement ")
via EDGAR to the Commission.

 In this letter, we have responded
to all of the Staff's comments by revising the Registration Statement to address the comments, by providing an explanation if the
Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff's comments
are repeated below in bold, followed by the Company's response to such comments. We have included page numbers to refer to the location
in the Amendment No. 1 to Registration Statement where the language addressing a particular comment appears.

 * * * *

 Registration Statement on Form F-1

 Summary Combined Financial Data, page 17

 1.
 Please revise to only present the pro forma earnings per share information for the most recent fiscal year and the most recent interim period. Refer Article 11-02(c)(2)(i) of Regulation S-X.

 Response:

 In response to the Staff's comment, the
Company has revised on page 17 of the Amendment No. 1 to Registration Statement.

 Risk Factors, page 19

 2.
 We note your response to prior comment 3 regarding how you calculate monthly active users (MAUs) and paying monthly active users (PMAUs). Given the potential inflation of active user metrics due to multiple device logins by the same user, we believe that you should highlight the potential for inflated calculations of both metrics in a risk factor.

 Response:

 In response to the Staff's comment, the Company has revised on
pages 9, 26 and 27 of the Amendment No. 1 to Registration Statement.

 Management's Discussion and Analysis of
Financial Condition and Results of Operations

 Key Operating Metrics

 Key Operating Metrics, page 60

 3.
 We note your response to prior comment 7. Please tell us, and revise further to clarify, how you determine the amount of advertising expense to acquire created users used in the calculation of return on average spend (ROAS). In addition, revise to clarify as you have in your response, that the methodology for calculating this measure differs from gross in-game purchase activity disclosed elsewhere in the filing as ROAS focuses solely on acquired users during a specific period.

 Response:

 The Company respectfully acknowledges the Staff's
comment and has further revised the disclosure on page 14 of the Amendment No. 1 to Registration Statement to clarify the methodology
used to calculate return on advertising spend (ROAS).

 2

 As defined in our filing, ROAS refers to the return
on advertising expenditure based on created users, calculated by dividing the in-game purchase amount generated by newly acquired users
by the advertising expenses incurred to acquire those users during a specified period.

 To determine the amount of advertising expense
used in the ROAS calculation, we first identify the total advertising expenses incurred specifically for user acquisition during the relevant
period. These expenses exclude marketing costs not directly related to acquiring new users (such as general brand marketing or promotional
events).

 Next, we determine the total number of users created
as a result of these user acquisition campaigns during the same period ("created users") and calculate the total in-game purchase
amount attributable to these users over the period.

 We then derive:

 ● Average user acquisition cost by dividing the total advertising
expenses by the number of created users.

 ● Average in-game purchase per created user by dividing the total in-game purchases made by those users
by the number of created users.

 ROAS is calculated by dividing the average in-game
purchase per created user by the average user acquisition cost.

 We have also revised our disclosure to clarify that this methodology
differs from the presentation of gross in-game purchase activity disclosed elsewhere in the filing. Specifically, while gross in-game
purchase amounts reflect spending across all users on our platform during a period, the ROAS metric focuses solely on newly acquired users
and the advertising spend associated with acquiring them.

 * * * *

 3

 If you have any questions
regarding this submission, please contact Mr. Richard J. Chang at +8610 5680 3969 or rchang@gunder.com.

 Thank you again for your time
and attention.

 Yours sincerely,

 /s/ Richard J. Chang

 Richard J. Chang

 cc:
 Mr. Patrick Liu (pliu@ctw.inc), Chief Financial Officer

 CTW Cayman

 Ms. Ying Liu, Partner

 YCM CPA INC.

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 27, 2025

Ryuichi Sasaki
Chief Executive Officer
CTW Cayman
29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower
Roppongi, Minato City, Tokyo 106-0032, Japan

 Re: CTW Cayman
 Registration Statement on Form F-1
 Filed May 15, 2025
 File No. 377-07710
Dear Ryuichi Sasaki:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-1
Summary Combined Financial Data, page 17

1. Please revise to only present the pro forma earnings per share
information for the most
 recent fiscal year and the most recent interim period. Refer Article
11-02(c)(2)(i) of
 Regulation S-X.
Risk Factors, page 19

2. We note your response to prior comment 3 regarding how you calculate
monthly
 active users (MAUs) and paying monthly active users (PMAUs). Given the
potential
 inflation of active user metrics due to multiple device logins by the
same user, we
 believe that you should highlight the potential for inflated
calculations of both metrics
 in a risk factor.
 May 27, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating Metrics
Key Operating Metrics, page 60

3. We note your response to prior comment 7. Please tell us, and revise
further to clarify,
 how you determine the amount of advertising expense to acquire created
users used in
 the calculation of return on average spend (ROAS). In addition, revise
to clarify as
 you have in your response, that the methodology for calculating this
measure differs
 from gross in-game purchase activity disclosed elsewhere in the filing
as ROAS
 focuses solely on acquired users during a specific period.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 if you have questions regarding comments on the financial statements and
related
matters. Please contact Mariam Mansaray at 202-551-6356 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Richard J. Chang, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 15, 2025

 Confidential

 Melissa Kindelan

 Kathleen Collins

 Mariam Mansaray

 Matthew Derby

 Division of Corporation Finance

 Office of Technology

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 CTW Cayman (CIK: 0002047148)

 Responses to the Staff's Comments on the Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 31, 2025

 Ladies and Gentlemen:

 On behalf of CTW Cayman (the
" Company "), a company incorporated under the laws of the Cayman Islands, we are submitting to the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") this letter setting forth the Company's responses
to the comments contained in the Staff's letter dated April 16, 2025 on the Company's amendment No. 1 to draft registration
statement on Form F-1 confidentially submitted on March 31, 2025 (the " Amendment No. 1 to Draft Registration Statement ").
Concurrently with the submission of this letter, we are filing herewith the Company's Registration Statement on Form F-1 (the " Registration
Statement ") via EDGAR to the Commission.

 In this letter, we have responded
to all of the Staff's comments by revising the Amendment No. 1 to Draft Registration Statement to address the comments, by providing
an explanation if the Company has not so revised the Amendment No. 1 to Draft Registration Statement, or by providing supplemental information
as requested. The Staff's comments are repeated below in bold, followed by the Company's response to such comments. We have
included page numbers to refer to the location in the Registration Statement where the language addressing a particular comment appears.

 We have also (i) included
unaudited interim combined financial statements of the Company as of January 31, 2025 and for each of the six months periods ended January
31, 2024 and 2025, and (ii) updated other information and data to reflect developments since the time of the last confidential submission.

 * * * *

 Amendment No. 1 to Draft Registration Statement on Form F-1

 Risk Factors

 We are an "emerging growth company" within the meaning
of the Securities Act..., page 43

 1.
 We note your revised disclosure in response to prior comment 10. Please further revise and refer to "our" financial statements instead of "your" financial statements.

 Response:

 In response to the Staff's comment, the
Company has revised on page 12 of the Registration Statement.

 Management's Discussion and Analysis of
Financial Condition and Results of Operations, page 56

 2.
 We note your revised disclosure in response to prior comment 12 where you disclose the nature of each of your competitors included in the competitive global ranking of H5 games platforms (by gross billings) in 2023. With respect to the table on page 76, disclose the identity of each referenced competitor.

 Response:

 In response to the Staff's comment, the Company has revised
on pages 81 and 82 of the Registration Statement.

 Management's Discussion and Analysis of
Financial Condition and Results of Operations

 Key Operating Metrics, page 59

 3.
 Please revise, both here and on page 13, to explain how you calculate monthly active users (MAUs) and paying monthly active users (PMAUs). Clarify whether the amounts provided for fiscal 2024 and 2023 represent the MAU and PMAU for a particular month or an average of the MAUs for each month throughout the year.

 Response:

 We respectfully acknowledge the Staff's
comment, and we have revised the disclosures of the Registration Statement on (i) page 14 to define the term "monthly active users"
(MAUs) and "paying monthly active user" (PMAUs), and (ii) page 60 to clarify our calculation of MAUs and PMAUs for each fiscal
year.

 Monthly active users, or MAUs, is a performance indicator that captures
the number of Active Users who accessed our G123.jp platform at least once during the preceding 30-day period. Our MAUs disclosed for
a given period is the average MAUs across all months in the respective period, which is calculated by summing the number of MAUs for each
month during the given period and dividing the total by the number of months in the respective period.

 Similarly, paying monthly active users, or PMAUs, is a performance
indicator that captures the number of Paying Users who accessed our G123.jp platform and have spent at least one (1) minute on G123.jp
platform during the preceding 30-day period. Our PMAUs disclosed for a given period is the average PMAUs across all months in the respective
period, which is calculated by summing the number of PMAUs for each month during the given period and dividing the total by the number
of months in the respective period.

 2

 4.
 The amounts in the examples provided in your response to prior comment 13 do not agree to the gross in-game purchases or PMAU and MAU information provided in the chart on page 59. Please explain and revise as necessary.

 Response:

 We acknowledge the Staff's comment. We
have revised the disclosure in the Registration Statement to correct the ARPMAU figure on pages 5, 60 and 87. As noted in our previous
response to Comment 13 and also in our prior filing, we made a calculation error in determining the Average Revenue Per Monthly Active
User ("ARPMAU"). Specifically, we used incorrect total in-game purchase amounts in our calculation, which caused the ARPMAU
amounts in the illustrative examples to be inconsistent with the figures presented in the chart on page 59 of the Amendment No. 1 to
Draft Registration Statement.

 For the fiscal year ended July 31, 2024, the correct ARPMAU should
have been calculated by dividing the total in-game purchases of $84,461,982 by the average MAU of 2,301,929 for the fiscal year, and then
dividing the result by 12. Using this method, the correct ARPMAU for fiscal year 2024 is $3.06.

 Similarly, for the fiscal year ended July 31, 2023, the correct ARPMAU
is $3.12, which is derived by dividing the total in-game purchases of $81,388,946 by the average MAU of 2,170,678 for that year and further
dividing by 12.

 5.
 You state in your response to prior comment 14 that management believes MAU information provides investors with sufficient granularity to evaluate "individual game performance." Please tell us how MAU provides information on individual games when this metric relates to all users on your platform regardless of the game. In addition, explain how disclosing DAUs would create a misleading impression that you place significant emphasis on individual game performance rather than overall platform performance. In this regard, you state that your key focus is on paying users and their spending behavior, which directly impacts revenue and net income. However, it is unclear why user engagement on your platform would not impact the number of paying users and potentially increase the amount spent in the games on your platform. Therefore, please explain further how you determined user engagement is not relevant to your business.

 Response:

 We respectfully acknowledge the Staff's
comment, and we have revised the disclosures of the Registration Statement on (i) pages 13 and 14 to define the term "daily active
users" (DAUs), "paying monthly active user" (PDAUs), "average daily in-game purchase amount per daily active
user" (ARPDAU), and "average daily in-game purchase amount per paying daily active user" (ARPPDAU) and (ii) pages 60
and 61 to disclose metrics of DAUs, PDAUs, ARPDAU and ARPPDAU, which will provide a more comprehensive view of user engagement and monetization
trends on our platform.

 While MAUs reflect aggregate platform activity,
we also monitor individual game performance through internal metrics not limited to user activity alone. We evaluate individual game performance
based on various indicators, such as in-game purchase volumes and the direct costs associated with each of the games. These costs include
revenue share with IP publishers and game developers, transaction fees, marketing and advertising expenses, server costs, and costs associated
with our game development support services. These financial indicators provide a more precise measure in addition to the MAUs of each
game's contribution to our overall business performance.

 6.

 We note your revised disclosures in response
 to prior comment 15. Please explain further how Day 1, Day 7 and Day 30 retention rates are calculated for an entire year. In this regard,
 clarify whether retention rates for fiscal 2024 and 2023 represent the rates for a specific point in time during the year or an average
 throughout the year. Explain how you determine the number of active users on Day 0. For example, tell us
 whether Day 0 includes all users that start
 a game on that particular day and confirm whether you follow those same users throughout their time spent in the game (i.e. through Day
 1, Day 7 and Day 30). In addition, your reference to Day 0 refers to the day the player first starts "the game." Clarify whether
 your retention calculations include all games played on your platform. Lastly, revise your disclosures as necessary to address these points.

 Response:

 We acknowledge the Staff's comment, and
we have revised the disclosures of the Registration Statement on page 60 to clarify the calculation methodology to our retention rates.

 The Day 1, Day 7, and Day 30 retention rates disclosed
for fiscal years 2024 and 2023 represent the average daily retention rates for new users across the fiscal year, calculated on a per-game
basis throughout each respective fiscal year. These retention rates are not based on a single point in time but are averages compiled
from daily cohorts across the entire fiscal year.

 3

 For purposes of calculating retention rates
for active user, a user is considered a "Day 0" user for a specific game if they are a new user to that game and initiate gameplay for
the first time on a given day, remaining active in the game for at least one minute. Similarly, for purposes of calculating retention rate of paying users, a user is considered a "Day 0" paying user for a specific game
if they made their first in-game purchase in that game on Day 0. From that point, we track whether the same user
returns to the same game on Day 1, Day 7, or Day 30 after their initial gameplay session and again stays for at least one
minute.

 To illustrate:

 (i) If User A plays Game X for the first time on January 1, they are counted as a Day 0 user for Game X on
that day. If User A does not return to Game X on or after Day 1, they will not be counted as a retained user for Game X.

 (ii) If User A then returns to Game X on January 2 (Day 1), January 8 (Day 7), or January 31 (Day 30), and
meets the activity threshold, they are considered retained for that game on those respective days.

 (iii) If the same user starts playing Game Y for the first time on January 3, they will also be counted as a
Day 0 user for Game Y on that day, with retention tracked separately for Game Y.

 This methodology applies to all games on our platform,
and retention rates are calculated individually for each game. To further calculate the platform-level retention rate, we calculate the
average retention rate of all games on our platform. The platform-level retention rate is then averaged for across all days in a given
period to calculate the average platform-level retention rate in a given period as disclosed in the Registration Statement.

 We believe that this methodology ensures that
our retention metrics reflect game-specific engagement patterns rather than platform-wide activity, which we believe provides more meaningful
insights into user behavior and content performance.

 7.
 We note your revised disclosures in response to comment 16, including the definition of return on average spend (ROAS) on page 13. Please provide us with the calculations that support the ROAS percentages disclosed on page 59. Clarify what is meant by "average in-game purchase amount" as referenced on page 13 and how it is determined. To the extent this differs from gross in-game purchase amounts referenced throughout the filing, explain why.

 Response:

 We acknowledge the Staff's comment and are
pleased to provide the requested clarification and supporting calculations.

 As noted in the Registration Statement on page
14, Return on Average Spend ("ROAS") are to return on advertisement spending based on created users, calculated by dividing in-game purchase amount generated by created user
divided by advertising expenses to acquire created users during the applicable period. To clarify:

 (i) "Created users" refers to any user created on our G123.jp platform during a given period,
including active users and non-active users.

 (ii) "In-game purchase amount generated by created user" represents the total in-game
 purchases made during the applicable period by all users created in that same applicable period divided by the total number of users
 created in that applicable period.

 (iii) "Advertising expense to acquire created users during the applicable period" represents
 the total advertising expense to acquire created users incurred in the applicable period, divided by the total number of users
 created in that applicable period.

 ROAS is then calculated by dividing the average
in-game purchase amount per created user by the average advertising expense per created user.

 4

 This methodology differs from the "gross
in-game purchase amount" disclosed elsewhere in the filing, which reflects the total in-game purchase activity across all users,
including both new and existing users. ROAS focuses solely on newly acquired users to better assess the effectiveness of our user acquisition
efforts.

 Calculation Example – Fiscal Year 2024:

 (i) Total created users in FY2024: 19,942,036

 (ii) Total in-game purchases by FY2024 created users: $37,066,685

 (iii) Total advertising expense to acquire created users in FY2024: $33,474,223

 Average in-game purchase amount per created user
= $37,066,685 / 19,942,036

 Average advertising expense per created user =
$33,474,223 / 19,942,036

 ROAS = ( $37,066,685 / 19,942,036) / ( $33,474,223/
19,942,036) = $37,066,685 / $33,474,223

 ROAS for FY2024 = 110.7%

 Calculation Example – Fiscal Year 2023:

 (i) Total created users in FY2023: 21,381,375

 (ii) Total in-game purchases by FY2023 created users: $40,486,035

 (iii) Total advertising expense in FY2023 to acquire created users: $30,869,661

 Average in-game purchase amount per created user
= $40,486,035 / 21,381,375

 Average advertising expense per created user =
$30,869,661 / 21,381,375

 ROAS = ( $40,486,036 / 21,381,375 ) / ( $30,869,661
/ 21,381,375 ) = $40,486,035 / $30,869,661

 ROAS for FY2023 = 131.2%

 Notes to Combined Financial Statements

 Note 2 - Summary of Significant Accounting Policies

 Revenue recognition, page F-12

 8.
 We note the revised disclosures where you indicate that the Group distributes games on behalf of the game developers through its platform, enabling end users' access to the game for an initial period of three years from the date it is launched. Please tell us what typically happens after this initial period ends. Clarify whether a new contract is entered into, and if so, disclose the typical terms of such arrangements. To the extent you no longer provide access to the games at the end of this initial term, revise the forepart of the filing to include a discussion of the related risks. Revise to disclose whether any games are nearing the end of the initial period and are at risk of no longer being available to end users, and discuss the potential impact to your operations.

 Response:

 We respectfully acknowledge the Staff's
comment and provide the following clarification. Under the majority of our distribution agreements with game developers, the initial term
is three years from the date the game is launched on our platform. T

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Ryuichi Sasaki
Chief Executive Officer
CTW Cayman
29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower
Roppongi, Minato City, Tokyo 106-0032, Japan

 Re: CTW Cayman
 Amendment No. 1 to Draft Registration Statement on Form F-1
 Submitted March 31, 2025
 CIK 0002047148
Dear Ryuichi Sasaki:

 We have reviewed your amended draft registration statement and have the
following
comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our March 4, 2025 letter.

Amendment No. 1 of Draft Registration Statement on Form F-1
Risk Factors
We are an "emerging growth company" within the meaning of the Securities
Act..., page 43

1. We note your revised disclosure in response to prior comment 10. Please
further
 revise and refer to "our" financial statements instead of "your"
financial statements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 56

2. We note your revised disclcosure in response to prior comment 12 where
you
 disclose the nature of each of your competitors included in the
competitive global
 April 16, 2025
Page 2

 ranking of H5 games platforms (by gross billings) in 2023. With respect
to the table
 on page 76, disclose the identity of each referenced competitor.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating Metrics, page 59

3. Please revise, both here and on page 13, to explain how you calculate
monthly active
 users (MAUs) and paying monthly active users (PMAUs). Clarify whether
the
 amounts provided for fiscal 2024 and 2023 represent the MAU and PMAU for
a
 particular month or an average of the MAUs for each month throughout the
year.
4. The amounts in the examples provided in your response to prior comment
13 do not
 agree to the gross in-game purchases or PMAU and MAU information
provided in the
 chart on page 59. Please explain and revise as necessary.
5. You state in your response to prior comment 14 that management believes
MAU
 information provides investors with sufficient granularity to evaluate
"individual
 game performance." Please tell us how MAU provides information on
individual
 games when this metric relates to all users on your platform regardless
of the game. In
 addition, explain how disclosing DAUs would create a misleading
impression that
 you place significant emphasis on individual game performance rather
than overall
 platform performance. In this regard, you state that your key focus is
on paying users
 and their spending behavior, which directly impacts revenue and net
income.
 However, it is unclear why user engagement on your platform would not
impact the
 number of paying users and potentially increase the amount spent in the
games on
 your platform. Therefore, please explain further how you determined user
engagement
 is not relevant to your business.
6. We note your revised disclosures in response to prior comment 15. Please
explain
 further how Day 1, Day 7 and Day 30 retention rates are calculated for
an entire year.
 In this regard, clarify whether retention rates for fiscal 2024 and 2023
represent the
 rates for a specific point in time during the year or an average
throughout the year.
 Explain how you determine the number of active users on Day 0. For
example, tell us
 whether Day 0 includes all users that start a game on that particular
day and confirm
 whether you follow those same users throughout their time spent in the
game (i.e.
 through Day 1, Day 7 and Day 30). In addition, your reference to Day 0
refers to the
 day the player first starts "the game." Clarify whether your retention
calculations
 include all games played on your platform. Lastly, revise your
disclosures as
 necessary to address these points.
7. We note your revised disclosures in response to comment 16, including
the definition
 of return on average spend (ROAS) on page 13. Please provide us with the
 calculations that support the ROAS percentages disclosed on page 59.
Clarify what is
 meant by "average in-game purchase amount" as referenced on page 13 and
how it is
 determined. To the extent this differs from gross in-game purchase
amounts
 referenced throughout the filing, explain why.
 April 16, 2025
Page 3
Notes to Combined Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue recognition, page F-12

8. We note the revised disclosures where you indicate that the Group
distributes games
 on behalf of the game developers through its platform, enabling end
users' access to
 the game for an initial period of three years from the date it is
launched. Please tell us
 what typically happens after this initial period ends. Clarify whether a
new contract is
 entered into, and if so, disclose the typical terms of such
arrangements. To the extent
 you no longer provide access to the games at the end of this initial
term, revise the
 forepart of the filing to include a discussion of the related risks.
Revise to disclose
 whether any games are nearing the end of the initial period and are at
risk of no longer
 being available to end users, and discuss the potential impact to your
operations.

 Please contact Melissa Kindelan at 202-551-3564 or Kathleen Collins at
202-551-
3499 if you have questions regarding comments on the financial statements and
related
matters. Please contact Mariam Mansaray at 202-551-6356 or Larry Spirgel at
202-551-3815
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Richard J. Chang, Esq.
</TEXT>
</DOCUMENT>

March 4, 2025
Ryuichi Sasaki
Chief Executive Officer
CTW Cayman
29F, 1 Chome-9-10, ARK Hills Sengokuyama Mori Tower
Roppongi, Minato City, Tokyo 106-0032, Japan
Re:CTW Cayman
Draft Registration Statement on Form F-1
Submitted February 5, 2025
CIK 0002047148
Dear Ryuichi Sasaki:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise to disclose here that two of your customers accounted for 60% and 89%
of your revenue for the years ended July 31, 2024 and 2023, respectively, consistent
with your disclosures on page 62. To the extent the percentage of revenue related to
your two largest customers was generated from a few specific games, revise to clarify
as such. In this regard, the percentage of revenue generated from Vivid Army and
Queen's Blade Limited Break as disclosed on page 20 is the same as the percentage of
revenue generated from each of your top two customers. Please revise and ensure
similar revisions are made to your risk factor disclosures where you discuss reliance
on game developers and in the MD&A Overview discussion on page 51.

March 4, 2025
Page 2
2.We note your disclosure on page 64 that Frost & Sullivan's December 2024 report was
commissioned by you. Please file Frost & Sullivan's consent as an exhibit to the
registration statement. Refer to Securities Act Rule 436.
3.We note your disclosure on page 2, that you pay an upfront advance to your game
developer partners to support their game development and once a game achieves
financial success, you recover the initial advance fee from the in-game purchases
made on its platform. Please expand your disclosure to discuss how you determine
financial success and what happens if a customer does not reach that level.
Additionally, discuss the terms of your agreements with your game developer partners
and include key information such as, but not limited to, the length of time given to
your game developer partners at various stages of your partnership.
4.We understand that by building strategic relationships with renowned Japanese
animation IP holders and leveraging those well-established relationships, you offer
premium IP resources along with ancillary support, and distribution and marketing
services, to provide a comprehensive platform that helps your game developer
partners generate revenue. Additionally, on page 19, you state that you may lose the
benefit of some of the intellectual property licensed to you, or authorized to be
distributed by you, if you fail to secure or renew key licenses or partnerships with
game developers on favorable terms. To the extent that you substantially rely on any
one or more of these third parties, please identify that party. Additionally, to the
extent you have any agreements with those third parties, please so indicate and
describe in your business section the material terms of such agreements. You should
also file the agreements as exhibits, if material. If you have determined you are not
substantially dependent on these third parties, provide us with an analysis supporting
this determination and disclose the number of third parties you engage to provide
these IP services. Refer to Item 601(b)(10) of Regulation S-K.
5.Expand your disclosure to discuss what it means to “secure” IPs from their holders
and provide access to IP-related content for game development to game developers.
Be sure to discuss the level of control you have over these IPs once secured and any
related risks involved in the process. Finally, expand your disclosure to discuss the
“premium IP resources” and ancillary support you offer to game developers.
6.We note you disclose revenue for the years ended July 31, 2024 and 2023. Please
revise to disclose net income and/or net loss for each period that you
discuss revenue and revenue growth.
Conventions that Apply to this Prospectus, page 11
7.We note your definition of an active user as any user that spends at least one minute
on the platform during the applicable period. Please clarify how a user who accesses
the platform on two or more devices in the period is counted.
Risk Factors
"We depend on our key management and technology personnel.", page 29
Please elaborate on the basis for your statement on page 29 and elsewhere that your
“core management team has cultivated with top-tier IP publishers to secure valuable
animation IPs and with leading game developers to produce high-quality games that 8.

March 4, 2025
Page 3
enhance our platform’s offerings.” Revise to disclose the metric(s) by which “top-tier
IP publishers”  and “leading game developer” is measured. If the statement is based
upon management’s belief, please indicate that this is the case and include an
explanation for the basis of the belief.
If we fail to implement and maintain an effective system of internal controls or fail to
remediate weaknesses..., page 35
9.We note you have identified material weaknesses in your internal control over
financial reporting and plan to take measures to remediate such weaknesses. Please
revise to describe the specific remediation measures you have taken to date, if any,
and those you still plan to take to address the material weaknesses in your internal
control over financial reporting. Also, disclose when you expect to fully remediate
these weaknesses and any material costs incurred to date as part of your remediation
plan. Similar revisions should be made to your disclosures on page 63.
We are an "emerging growth company" within the meaning of the Securities Act..., page 39
10.Please revise to state that you intend to take advantage of the longer phase-in periods
for the adoption of new or revised financial accounting standards and doing so may
make it difficult to compare your financial statements to those of non-emerging
growth companies and other emerging growth companies that have opted out of the
phase-in periods under Section 107(b) of the JOBS Act, consistent with your
disclosures on page 10.
Capitalization, page 45
11.We note you have one ordinary share outstanding on an actual basis. We also note
your disclosure on page 37 that immediately prior to this offering, Mr. Sasaki and his
affiliates will own Class A and Class B ordinary shares. Please revise to include a
discussion regarding the conversion of the company's existing ordinary shares into
Class A and Class B ordinary shares prior to this offering. In addition, revise the
capitalization table to reflect this transaction on a pro forma basis, in a separate
column prior to the "as adjusted" basis column, which reflects the issuance of shares
in this offering. In addition, revise "The Offering" disclosures on page 13 to reflect the
Class B ordinary shares that will be outstanding immediately prior to the offering and
include pro forma per share information on page 14 to reflect the conversion of Mr.
Sasaki's ordinary shares into Class A and Class B shares prior to this offering.
Management Discussion and Analysis of Financial Condition and Results of Operations, page
51
12.We note your disclosure on page 70 where you state that in 2023, the Company
ranked no. 3 (by gross billings) in the global H5 games platforms market and no. 1 in
the Anime IP-based H5 games platforms (by gross billings). We also note that you do
not identify the associated companies, rather you designate the companies as company
A, B, C, etc. Please revise to identify those companies and to clarify why they are
comparable to CTW.

March 4, 2025
Page 4
Key Operating Metrics, page 54
13.We note your measure of “average in-game purchase amount per paying monthly
active users.” Please revise to clearly define how this is calculated and in your
response, provide us with an example of such calculation. In this regard, we note
“ARPPU” is defined on page 11, but it is not clear how that definition relates to the
measure here. Also, ensure it is clear whether measures are calculated on a daily,
monthly, or other basis. Similar revisions and clarifications should be made to the
“average in-game purchase amount per monthly active users” with respect to “ARPU”
on page 11.
14.We note you provide quantified information regarding daily active users (DAUs).
Please tell us whether this is a key performance measure used by management and if
so, revise here to include this measure. We also note your disclosures throughout
regarding the importance of player engagement on your business. Tell us what
measures are used to monitor engagement and revise to include a quantified
discussion of such measures. In your response, tell us whether you consider
DAU/MAU ratio as a measure of engagement. Refer to SEC Release 33-10751.
15.Please revise to explain how the retention rate measures are calculated.
16.You disclose on page 11 that ROAS is calculated by dividing "created user" based
ARPU by average advertising spending per created user during the applicable period.
Please revise to better explain how you calculated average advertising spending per
created user. Tell us, and revise your disclosures as necessary, to clarify whether
created users are all active users or whether users can create accounts and never use
them. Also disclose the number of created users for each period presented, to provide
context to these measures.
Concentration Risk, page 62
17.You state that for the year ended July 31, 2024, two suppliers accounted for
approximately 50.90% and 10.36% of your total purchases, respectively and for the
year ended July 31, 2023, two suppliers accounted for approximately 27.33% and
16.30% of your total purchases, respectively. Please revise your disclosure to clarify
whether you have an agreement with some or all of these suppliers and, should you
have an agreement, provide a description of each of the material terms of the
agreement, including whether or not the agreement is a requirements contract. This
description should include, but not necessarily be limited to, payment, term and
termination provisions, together with any other rights obtained and material
obligations. In addition, you should file copies of any such agreement as an exhibit.
Alternatively, please provide us with a detailed explanation of why you are not
substantially dependent on any such agreement pursuant to Item 601(b)(10)(ii)(B)
of Regulation S-K.
Business, page 71
Please revise your intellectual property disclosure, beginning on page 86, to clearly
describe, for each material patent or group of patents or pending patent applications:
(i) the specific products, product groups, and technologies to which such patents
relate, (ii) whether the patents are owned or licensed, (iii) the type of patent 18.

March 4, 2025
Page 5
protection, (iv) patent expiration dates, and (v) jurisdiction. In this regard, it may be
useful to provide this disclosure in tabular form.
Notes to Combined Financial Statements
Note 1 - Organization and Business Description
Reorganization, page F-7
19.You disclose that the reorganization has been accounted for as a recapitalization
among entities under common control and that all assets and liabilities transferred,
and exchange of shares, were recorded at historical cost. Please revise to also disclose
that the equity structure was retroactively adjusted to be that of CTW Cayman as if it
had been in existence since the beginning of the periods presented. In addition, revise
your disclosures on pages 14 and F-5 to indicate what "*" represents.
Note 2 - Summary of Significant Accounting Policies
Advances to game developers, net, page F-9
20.We note you provide advances to qualified game developers, which are repaid
through future revenue shares after the games are developed and distributed on your
platform. Please address the following:
•Revise to further explain the terms and conditions of the advances, including
whether they include a certain number of games to be developed over a particular
period of time.
•Clarify whether repayment of advances are made on a per-game or per-developer
basis. For example, if a single developer receives funds to develop several games,
tell us whether you recoup all advances to that developer before paying the
developer a share of the in-game purchases, or whether you recoup only the
portion of advances applicable to a particular game. If the latter is the case,
explain how you determine the advance amount for each game.
•Explain what happens when a game developer does not deliver or is otherwise
unable to repay the advance and indicate how often that occurs.
•Disclose the number of qualified game developers that have advances outstanding
as of the end of each period.
•Revise throughout to disclose how you define a qualified game developer.
21.You disclose on page 72 that once a game achieves financial success; you recover the
initial advance fee from in-game purchases made on your platform. Please revise to
define "financial success." In addition, you state that after you have recouped the
initial advance fee, the developers receive a share of the remaining in-game purchase
amount. You retain 80% of the in-game purchase amount, after accounting for the
royalty fees paid to intellectual property holders. Please explain to us, in further detail,
how repayment of the advances and, separately, how the subsequent fee shares are
calculated, including how payment of royalty fees factors into your calculations.
Include examples in your response.
We note the valuation provision for advance to game developers is approximately
36% and 43% of gross advances at July 31, 2024 and 2023, respectively. Please
explain the reason for the significant valuation. In this regard, revise to clarify how 22.

March 4, 2025
Page 6
each of the factors discussed on page 60 factored into your analysis. To the extent
repayment is significantly impacted by certain factors such as the experience of game
developers or popularity of your IP, revise to include an appropriate risk factor
discussion.
Revenue Recognition, page F-12
23.You disclose that the game developers are your customer. Please tell us how you
made this determination. In your response, explain who is responsible for fulfillment
of the gaming activity to the end user. In this regard, tell whether you promise any
game services to the end user, control the games offered, modify the game content,
and/or have the ability to take possession of the game from the game developers.
24.You disclose that you collect in-game purchase amounts from end-game users. Please
tell us how you considered whether the end user is your customer. In this regard,
explain how payments for in-game purchases are processed; whether the end user is
purchasing in-game items from you or the developer; who is responsible for making
the in-game purchased items (e.g. character enhancements or other engagement-based
rewards), available to the end user for their respective useful lives; and whether you
are providing any other services to the end user. For example, we note from your
disclosure on page 83, you provide 24/7 customer support and trust and safety
services to the end-users.
25.We note that each contract with the game developers includes four distinct
performance obligations that you have determined comprise a series of services.
Please tell us the nature of the contracts with the game developers and the pertinent
terms, including whether such contracts require a specific number