OFA Group SEC Filings

OFA Group entered a Securities Purchase Agreement to issue and sell up to $50,000,000 in stated value of Series A Convertible Preferred Shares, subject to shareholder approval of a charter amendment and the issuance. The structure permits multiple closings: an Initial Closing for $1,500,000 stated value for $1,350,000 gross proceeds (10% original issue discount) and a Second Closing for $500,000 stated value for $450,000 gross proceeds, contingent on shareholder approval. Additional Closings allow up to $44,000,000 stated value for $39,600,000 gross proceeds, subject to conditions.

The Series A carries a 12% annual dividend payable in cash or shares (rising to 15% upon certain Triggering Events), senior ranking, and conversion at 110% of the “Conversion Price,” defined as the lesser of a fixed $1.00 price and 90% of the lowest VWAP during the measuring period, subject to an initial Floor Price of $0.20. Conversions are limited by a 4.99% beneficial ownership cap (adjustable to 9.99%) and an exchange cap restricting issuance above 20% of pre-transaction outstanding shares until shareholder approval. Registration rights require filing to register the resale of initially 35,000,000 ordinary shares.

An affiliated investor participated on identical terms; the independent Audit Committee approved the transaction as fair and in shareholders’ best interests.

The Schedule 13G discloses that R-OPUS Inc. and director Weiyi Yu (the Reporting Persons) may be deemed to beneficially own 4,412,222 ordinary shares of OFA Group, equal to 31.69% of the issued and outstanding ordinary shares on July 31, 2025 per the issuer's Form 20-F. R-OPUS is listed as the record holder of the shares.

The filing sets out how voting and disposition powers are allocated: R-OPUS holds the recorded sole voting and sole dispositive powers over the 4,412,222 shares, while Weiyi Yu is reported to exercise shared voting and shared dispositive power over those same shares through R-OPUS. A joint filing agreement is included as an exhibit.

FNHK Inc. and Larry Wong together report beneficial ownership of 1,649,445 ordinary shares of OFA Group, equal to 11.85% of the outstanding ordinary shares as calculated from the issuer's Form 20-F. FNHK Inc., a California corporation, is the record holder of these ordinary shares (par value $0.001) and is reported to hold sole voting and sole dispositive power over the 1,649,445 shares.

Li Hsien "Larry" Wong, the issuer's Chief Executive Officer and a director, is President of FNHK Inc. and is reported to share voting and dispositive power with respect to those same shares. The filing states this disclosure should not be construed as an admission of beneficial ownership for Section 13(d) or 13(g) purposes.

Schedule 13G disclosure: CP Cowork Limited and Keith Chong report beneficial ownership of 1,649,444 ordinary shares of OFA Group as of June 30, 2025. Those shares represent 11.85% of the company's outstanding ordinary shares based on shares outstanding as of July 31, 2025, per the issuer's Annual Report on Form 20-F. CP Cowork Limited is the record holder and is reported to have sole voting and dispositive power over the shares; Keith Chong, the issuer's Chief Technology Officer and a director, is reported to have shared voting and dispositive power over the same block. A Joint Filing Agreement is included as an exhibit, and CP Cowork is organized in Hong Kong.