OFA Group Shareholders Approve All Proposals at Extraordinary General Meeting, Strengthening Capital Structure and Advancing Digital Asset Strategy

Rhea-AI Summary

OFA Group (NASDAQ: OFAL) reported that shareholders approved all proposals at its Extraordinary General Meeting held virtually on November 24, 2025. Approved actions include an increase in authorized share capital, re-designation of share classes, adoption of a Second Amended and Restated Memorandum and Articles of Association, issuance of Class B ordinary shares, approval of a Series A convertible preferred financing and related PIPE, and establishment of a Digital Asset Treasury.

Management said these approvals strengthen the company’s capital structure and position OFAL to advance AI-powered design, real-world asset tokenization, and digital-asset infrastructure while supporting future strategic investments and scalability. Voting results and updated proxy materials will be filed with the SEC.

Positive

• Shareholders approved a Series A convertible preferred financing
• Approval to establish a Digital Asset Treasury
• Authorized share capital increase to enhance financing flexibility
• Adoption of a Second Amended and Restated governance charter

Negative

• Issuance of Class B and preferred shares may dilute existing holders
• PIPE financing approval could pressure share supply near-term

Key Figures

Authorized share increase from 50,000,000 to 320,000,000 shares Approved at EGM per Dec 1, 2025 Form 6-K

Class A ordinary shares 100,000,000 shares New share structure adopted at EGM

Class B ordinary shares 20,000,000 shares High-vote class in new structure

Class B issuance 20,000,000 shares for US$20,000 Issued to FNHK Inc., CP COWORK LIMITED, R-OPUS Inc.

Series A facility size US$50,000,000 stated value Authorized private placement facility per 6-K

Initial Series A closing US$1,500,000 stated, US$1,350,000 proceeds First closing terms in Nov 5, 2025 6-K

Additional closings capacity US$44,000,000 stated, US$39,600,000 proceeds Potential additional Series A closings

Share repurchase program up to US$2,000,000 Buyback authorization on Oct 23, 2025

Market Reality Check

$0.6300 Last Close

Volume Volume 43,768 vs 20-day average 96,758 ahead of this announcement. low

Technical Shares traded below the 200-day MA at 1.64, reflecting a weak longer-term trend.

Peers on Argus 2 Up

OFAL fell 2.6% while momentum-screened peers like ZDAI and FBGL showed gains of 9.55% and , pointing to stock-specific dynamics around the EGM approvals.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 20	Platform deployment update	Positive	-2.0%	Hearth RWA platform confirmed on track for full deployment timeline.
Nov 13	EGM rescheduling	Neutral	-4.3%	Extraordinary general meeting rescheduled and proxy materials updated.
Nov 05	Founder-backed financing	Positive	+0.9%	Founder-backed PIPE financing of up to <b>$50M</b> to fund growth.
Oct 23	Share repurchase plan	Positive	+6.3%	Board approved share repurchase program of up to <b>$2M</b>.
Oct 21	Platform integration & funding	Positive	-9.5%	Outlined integrated platforms and secured <b>$100M</b> ELOC plus <b>$50M</b> PIPE.

Pattern Detected

Recent positive strategic and financing updates often saw mixed or negative next-day price reactions, while the buyback authorization was one of the few clearly rewarded by the market.

Recent Company History

Over the last few months, OFAL announced major strategic and financing steps, including a $100M ELOC, a founder-backed PIPE of up to $50M, and a share repurchase program of up to $2M. The company also advanced its real-world asset tokenization via Hearth Labs and prepared for the November 24 EGM. Despite generally constructive news, price reactions were frequently negative or muted, suggesting investor caution around dilution and execution, making the latest EGM approvals a continuation of this recapitalization trajectory.

Market Pulse Summary

The stock moved -10.0% in the session following this news. A negative reaction despite governance approval of financing tools and a digital asset treasury fits prior patterns where positive strategic updates sometimes preceded declines. The EGM ratified a large increase in authorized shares to 320,000,000 and a Series A facility of up to US$50,000,000, which may raise dilution concerns. Historical reactions to funding announcements and structural changes suggest the market has been cautious about execution and capital intensity.

Key Terms

extraordinary general meeting of shareholders regulatory

"the Company’s Extraordinary General Meeting of Shareholders (“EGM”), which was held"

A meeting called by a company outside its regular annual meeting to address urgent or special matters that cannot wait until the next scheduled meeting. Investors attend or vote to decide on actions such as major deals, leadership changes, capital-raising, or rule changes; think of it as an emergency board meeting where shareholders have a direct say and the outcomes can quickly change a company’s strategy, ownership stakes, or financial prospects.

class b ordinary shares financial

"Issuance of Class B Ordinary SharesApproval of the Series A Convertible Preferred"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

series a convertible preferred financial

"Approval of the Series A Convertible Preferred Share Financing and related PIPE"

Series A convertible preferred is a type of ownership stake in a company that combines priority payout rights with the option to convert into common shares later. Think of it like a ticket that gives its holder first dibs on getting paid if the company is sold or liquidated, but that can also be exchanged for ordinary shares to participate in future growth; investors care because it affects potential returns, control and how much common ownership gets diluted.

pipe financial

"Series A Convertible Preferred Share Financing and related PIPE transaction documents"

A "pipe" is a planned series of financial transactions or projects that companies intend to carry out over time, often involving the raising of funds or development of new assets. It matters to investors because it provides a clear picture of a company's future growth plans and potential revenue, helping them assess the company's upcoming opportunities and overall stability. Think of it as a detailed roadmap guiding a company's future steps.

digital asset treasury technical

"Approval of the establishment of a Digital Asset Treasury These approvals position"

A digital asset treasury is a collection of digital items like cryptocurrencies or tokens that a company or organization owns and manages. It’s important because it helps them store, protect, and use these digital assets for business needs, investments, or future growth, much like a cash reserve but in digital form.

AI-generated analysis. Not financial advice.

Los Angeles, CA, Dec. 11, 2025 (GLOBE NEWSWIRE) -- OFA Group (NASDAQ: OFAL) (“OFA” or the “Company”), a global architecture, technology, and digital-asset infrastructure company, today announced that shareholders approved all proposals presented at the Company’s Extraordinary General Meeting of Shareholders (“EGM”), which was held virtually on November 24, 2025, at 5:00 p.m. Eastern Time.

The strong shareholder support reflects continued confidence in OFA Group’s long-term strategic vision and growth initiatives.

At the EGM, shareholders approved a series of important proposals designed to enhance the Company’s financial flexibility and support future expansion, including:

1. An increase in authorized share capital
2. Re-designation of share classes
3. Adoption of the Second Amended and Restated Memorandum and Articles of Association
4. Issuance of Class B Ordinary Shares
5. Approval of the Series A Convertible Preferred Share Financing and related PIPE transaction documents
6. Approval of the establishment of a Digital Asset Treasury

These approvals position OFA Group to further advance its core focus areas, including AI-powered design systems, real-world asset tokenization, and next-generation financial and digital-asset infrastructure. The enhanced capital structure is expected to support strategic investments, operational scalability, and long-term value creation.

Management noted that the successful outcome of the EGM marks a significant milestone for the Company and provides a strong foundation for executing its growth strategy in rapidly evolving technology and digital asset markets.

OFA Group extends its sincere appreciation to all shareholders who participated in the virtual EGM and for their continued trust and support. Detailed voting results and updated proxy materials will be made available in accordance with U.S. Securities and Exchange Commission (SEC) requirements.

About OFA Group
OFA Group (NASDAQ: OFAL) is a diversified international architecture, technology, and digital-asset infrastructure company. The Company focuses on AI-powered design solutions, real-world asset tokenization, and innovative financial technologies through its operating subsidiaries spanning architecture, AI research, digital assets, and real-estate innovation.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. OFA Group undertakes no obligation to update any forward-looking statements except as required by law.

Contact
Investor Relations
OFA Group
Email: info@ofacorp.com
Website: www.ofacorp.com

FAQ

What did OFA Group (OFAL) shareholders approve on November 24, 2025?

Shareholders approved an increase in authorized shares, share-class re-designation, a new memorandum and articles, issuance of Class B shares, a Series A convertible preferred financing with a PIPE, and a Digital Asset Treasury.

How will the Series A convertible preferred financing affect OFAL shareholders?

The company approved the Series A convertible preferred financing and related PIPE; this provides capital but may dilute existing shareholders when converted or sold.

What is the purpose of OFA Group creating a Digital Asset Treasury (OFAL)?

The Digital Asset Treasury was approved to support the company’s digital-asset infrastructure strategy and related strategic investments.

When will OFAL publish the detailed voting results for the EGM?

Detailed voting results and updated proxy materials will be made available in accordance with SEC requirements.

Does the EGM approval change OFA Group’s corporate governance documents (OFAL)?

Yes; shareholders approved adoption of a Second Amended and Restated Memorandum and Articles of Association to update governance.